Contract with a Foreign Client: A Checklist from Signing to the End of Cooperation

Anna Tsirat, Doctor of Laws | JVS Law

For Ukrainian developers, QA engineers, and other IT professionals working with foreign clients

Most Ukrainian developers who work for a foreign company or agency read their contract once — carefully, before signing — and rarely open it again. That is usually a mistake. The riskiest moment in a cross-border engagement is rarely the signature; it is what happens two or three years later, when the written term has quietly expired, everyone has kept working as if nothing changed, and the one document that defined the relationship no longer fully does.

One caveat before the list, and it is the reason the second item below matters more than it looks. Engagements of this kind are, in the overwhelming majority of cases, governed by the law of a US state — the client’s own — and that choice does more work than it appears to. The general principles below hold broadly across US jurisdictions: an engagement that continues after the written term has ended is normally treated as a contract implied in fact, and work actually delivered is normally compensable even where no signed document covers it. The details, though, are state law, and they differ — most sharply on how far a non-compete or non-solicit clause is enforceable at all. Read what follows as the questions to ask, and check the state named in your own contract before relying on any particular answer. Where no law was chosen at all, the answer comes from conflict-of-laws rules rather than from the parties — the problem behind the Hague Principles on choice of law.

The checklist is organised around three moments that matter: before you sign, while the relationship runs its course, and when it starts to go wrong. None of it requires a law degree — only the habit of asking a few precise questions at the right time.

• Identify your actual counterparty. The entity that pays you and the entity whose product you are building are not always the same. Many cross-border engagements route through an intermediary — often a thinly staffed company incorporated wherever is cheapest, not where the end client operates. Read the signature block, not the pitch: whose name is actually on the contract, and does that match who you understand yourself to be working for. Where the name is unfamiliar, the registers usually answer the question in minutes — the method is the same one we set out for checking a Ukrainian counterparty.
• Know the governing law and the forum. Every cross-border contract answers two questions that rarely get read until a dispute makes them urgent: whose law applies — usually the law of a particular US state, named in a single line near the end — and where a dispute would actually be heard, whether a court in that state or a named arbitration institution. If you don’t know the answer today, you will not enjoy discovering it under pressure. Getting a contract’s dispute-resolution mechanism reviewed properly at the outset is a small piece of contract drafting and review work that pays for itself.
• Understand the term and how it renews. Is there a fixed end date? Does the contract renew automatically, or does continuing require a new signed document? A contract that quietly lapses without anyone signing anything is the single most common source of the problems described below.
• Read the payment mechanics literally. “Standard terms” is not a legal phrase. What actually triggers payment — the date of your invoice, the date of a signed acceptance certificate, something else — and how many days does the contract allow after that trigger? A payment term of 60 or 90 days, buried in the text, will not feel “standard” if you are expecting to be paid in two weeks.
• Check how long restrictive clauses actually last. Non-solicit and non-compete provisions are usually time-boxed — often the contract’s term plus a fixed period afterward. Note that date now, in writing, so that years later you are not relying on someone else’s account of when it expires.
• Know your own channel. If you work through a company, an agency, or a designated representative rather than directly, be clear from day one about who speaks for whom on commercial matters. This detail feels bureaucratic right up until the day someone tries to go around it.

• Notice when you cross from a written contract into an implied one. If the term ends and everyone simply keeps working, invoicing, and paying as before, you are usually operating under a contract implied in fact — inferred from the parties’ conduct rather than from the expired document. You will still normally be entitled to payment for work actually delivered; what does not happen is every clause of the old contract carrying forward unchanged. This distinction is one of the more common blind spots in longer-running cross-border contracts, and it is worth understanding rather than being alarmed by.
• Get renewal in writing, not in conversation. “We’ll sort out the paperwork later” is a sentence that ages badly. If the plan is to continue, ask for a short written confirmation — an email is usually enough — of the key terms: rate, scope, duration. Where a formal signature is expected, it is worth knowing which electronic signature actually carries legal weight in the jurisdictions involved.
• Re-check restrictive clauses before relying on anyone’s claim about them. It is common for one side to assert that a non-compete or confidentiality clause is “still in force” well after it has actually expired. Check the date yourself rather than the assertion.
• Keep your own paper trail. Invoices, signed acceptance certificates, timesheets, and correspondence are your evidence of the actual course of dealing, independent of whatever the other side keeps or produces later. Store copies somewhere outside any platform your client controls.
• Treat a rate conversation as ordinary business, not a provocation. Asking to revisit a rate that has not moved in years is a normal commercial conversation. If raising it changes the tone of the relationship abruptly, that reaction is itself useful information.

• Payment for work already done should not be traded against a future promise. If release of money you have already earned is tied to how “quietly” or on what terms you agree to leave, that is not a negotiating position — it is a signal serious enough to bring to a lawyer rather than resolve informally.
• A request for a one-word written “confirmation” is not neutral. Being asked to reply “acknowledged”, “agreed”, or similar to a one-sided message is usually an attempt to convert your silence, or a casual reply, into consent to terms you never actually negotiated. You are rarely obliged to answer immediately, and you are often better off not answering at all until you have taken advice.
• Watch for attempts to route around your agreed channel. If commercial matters have always gone through a particular person or company, and someone suddenly insists on speaking to you “directly, just this once”, treat that as a deliberate move, not a shortcut.
• Do not rush your response to unilateral exit terms. A notice period, an end date, or conditions you never agreed to do not become binding merely because they arrived in writing. A short, considered holding reply — or, often, no reply at all until you’ve taken advice — usually protects you better than a fast one.
• Confirm the actual forum before you agree to anything. Depending on how the contract is structured, a dispute might belong before a court where your client is based, a court in your own jurisdiction, or a specific arbitration institution named in the contract — and these are rarely the same thing. A proper dispute resolution and arbitration assessment at this stage changes what “getting a lawyer” actually means in practice, and it is best done before, not after, you respond.

My contract expired, but I’m still working under the same terms — is that legal?

Usually yes. Where the written term has ended and both sides carry on exactly as before — you deliver, you invoice, the client pays — that is generally treated as a contract implied in fact, on the terms shown by the parties’ conduct; and work actually delivered is ordinarily compensable even where no contract is found at all. What does not continue automatically is every clause of the expired document, particularly its restrictive covenants. Which of the old terms survive, and how far, is a question of the state law named in the contract.

Can my client withhold payment until I agree to specific exit terms?

Payment for work already delivered is a separate obligation from anything you are being asked to agree to now, and tying the two together is not a normal commercial position — in most US jurisdictions a release given only to unlock money already earned is exactly the kind of bargain that later gets examined closely. If this happens to you, treat it as a matter for a lawyer rather than a negotiation to resolve alone.

Does a non-compete or non-solicit clause still apply after my contract has expired?

Only if its own wording says so, and even then only for the period it specifies — commonly the term plus a fixed number of months or years. Enforceability is a matter of state law and varies widely: some states will enforce a restraint they consider reasonable in scope and duration, others are far more hostile to such clauses, and the identical wording can have very different force depending on which state’s law the contract names. Check the actual clause and date; do not rely on someone else’s account of whether it is still active.

Is a verbal promise from my client legally binding?

It can be, but it is far harder to prove and rely on than anything in writing. Treat significant verbal assurances — about renewal, about rate, about anything you would want to enforce later — as provisional until confirmed in writing.

What should I do if my client asks me to bypass my agreed point of contact?

Notice it as a deliberate move rather than a convenience, and keep your existing channel informed. This kind of request is one of the more reliable early signals that a relationship is heading toward a dispute.

None of the above is legal advice on your particular contract, and it is not meant to be — the point of a checklist is to tell you which questions are worth asking before the answer starts to cost money. JVS Law advises Ukrainian professionals and companies on cross-border engagements, contract drafting and review and dispute resolution.