When entering into a new B2B relationship, the excitement of closing the deal often overshadows the importance of a properly structured contract. Yet, it’s the fine print that can make all the difference between a profitable partnership and a costly dispute. For businesses that work internationally or deal with high-value transactions, a well-drafted contract isn’t just admin—it’s your first line of defence.
Here’s a closer look at the key clauses every B2B contract should include to safeguard your commercial interests, especially when working across borders.
Payment Terms That Set Clear Expectations
It may seem basic, but vague or overly flexible payment terms are one of the biggest contributors to delayed payments and disputed invoices. Your contract should clearly outline the payment schedule (e.g., upfront, milestone, or on delivery), accepted payment methods, and penalties for late payment.
Adding specific timeframes and interest clauses not only encourages timely payment—it gives you legal standing should you need to escalate matters later. If you’re trading internationally, it’s also worth specifying the currency, method of transfer, and who bears the transaction fees.
Jurisdiction and Governing Law Clauses
When things go wrong, you’ll want to avoid arguing about where the dispute should be handled. A jurisdiction clause defines the court or legal system that will govern the contract. Without this, international disputes can drag on across multiple countries, with significant legal costs.
Governing law clauses, similarly, make it clear which country’s laws apply to the agreement. This is particularly important if your client is based overseas or operates under a very different legal framework. These clauses reduce ambiguity and ensure a smoother resolution if problems arise.
Termination and Exit Provisions
No one likes to think about the end of a business relationship at the beginning—but having a clear exit strategy is crucial. Include provisions that allow either party to terminate the contract under defined conditions, such as non-performance, insolvency, or breach of terms.
Having the right to terminate—and knowing how to do it legally—can save you from being trapped in an unworkable or damaging partnership.
Scope of Work and Deliverables
Ambiguity in deliverables is a breeding ground for conflict. Be specific about what is being delivered, by whom, when, and to what standard. If you’re providing ongoing services, outline service levels and support terms. This not only sets expectations—it helps avoid scope creep, unpaid work, and customer dissatisfaction.
Dispute Resolution Mechanisms
It’s wise to include a clause that outlines how disputes will be handled before legal action is taken. This could involve mediation, arbitration, or a formal escalation path. This approach often resolves matters faster, keeps costs down, and preserves working relationships.
Why Prevention Always Outperforms Recovery
While strong contracts won’t prevent every problem, they significantly reduce risk and provide a solid foundation for taking action if needed. It’s far easier—and less costly—to prevent financial losses with the right legal structures than to chase unpaid debts after the fact.
Contracts are more than paperwork—they’re strategic business tools.
Build Safer Deals from the Start with VendSafe
At VendSafe, we specialise in helping businesses protect their cash flow before a deal is signed. Our contract vetting services, risk assessment protocols, and international due diligence support ensure your agreements are watertight and enforceable—across jurisdictions, industries, and borders.
If your business is signing contracts without first stress-testing them, you’re leaving money—and legal protection—on the table. With VendSafe, you can close deals with confidence, knowing your agreements are built for resilience.
Protect your business with contracts that work for you. Get in touch with VendSafe Global today.
