One Size Doesn’t Fit All: The Importance of 'Right-Sizing' Contracts with International Suppliers

Jessica Buchok, Managing Attorney, Franchise World Headquarters, LLC, USA

Supply chain and vendor relationships are a crucial component to the success of companies with a global footprint. Those relationships hinge on the contract terms that uphold the pillars of transparency, predictability, and stability. Lawyers may be drawn to the idea of drafting a global template supplier agreement, but a global “one-size-fits-all” template agreement is not practical, particularly when dealing with suppliers of different levels of sophistication and size. This can lead to delays in negotiation, resulting in wasted time and effort. At the core of any international negotiation, lawyers need to understand the market in which they are negotiating, and the cultural and business norms that may affect the agreement’s terms. A failure to do so and insisting on using a global template agreement can have catastrophic effects on the negotiation’s success. As scholars have recognized, “there are many differences in attitude and practice that distinguish international dealings from the domestic dealings . . . . . Many of those differences are purely mechanical or procedural differences. Nevertheless, a failure to be aware of them and to act on them can, and often has, resulted in disaster.”

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USA Contract Retail January 2018 Vol.11, No. 42, Winter 2018

Jessica Buchok

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Jessica Buchok is managing corporate counsel at Franchise World Headquarters, LLC, the service company to the global Subway® franchise chain and works in the headquarters office located in Milford, Connecticut. Jessica’s practice focuses on international transactional matters, including those related to the negotiation and drafting of international food, packaging, and equipment supplier agreements, as well as international leasing contracts. Jessica has experience drafting contracts for all different types of markets, varying in size and sophistication, as the Subway® franchise has a presence in over 100 countries and is the largest quick-service restaurant chain worldwide.

Franchise World Headquarters, LLC

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Franchise World Headquarters, LLC is the service organization to the global Subway franchise system, the largest quick service restaurant in the world.

USA Contract Retail January 2018 Vol.11, No. 42, Winter 2018