Choice of law clause: Copy, customize, and use instantly
Introduction
A choice of law clause specifies which jurisdiction's laws will govern the interpretation and enforcement of the agreement. This clause is important for ensuring clarity in the event of disputes, as it determines which state's or country's laws apply, even if the parties are located in different jurisdictions. It helps streamline legal proceedings and avoid conflicts over applicable legal standards.
Below are templates for choice of law clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard choice of law clause
This is a basic clause specifying the choice of law for the agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.
Choice of law clause with international jurisdiction
This variation applies when the parties are in different countries and need to specify the governing law of a particular country.
This Agreement shall be governed by and construed in accordance with the laws of [Country], without regard to its conflict of law provisions. The parties agree that any disputes arising out of or related to this Agreement shall be resolved under the jurisdiction of the courts in [City, Country].
Choice of law clause with exclusion of conflict of law rules
This variation excludes the application of conflict of law rules, ensuring that the choice of law clause prevails.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], excluding its conflict of law rules that may otherwise apply to the resolution of disputes under this Agreement.
Choice of law clause with specific reference to a business sector
This variation specifies the choice of law in a particular business sector.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], specifically in relation to [industry/business sector] regulations and without reference to any conflict of law principles.
Choice of law clause with flexibility for mutual agreement
This variation allows the parties to mutually agree on the choice of law at the time of dispute resolution.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. In the event of a dispute, the parties may mutually agree to apply the laws of a different jurisdiction, provided that such agreement is made in writing.
Choice of law clause with specified dispute resolution forum
This clause combines the choice of law with a forum for dispute resolution.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. The parties agree that any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration in [City, State], and the laws of the State of [State] shall apply.
Choice of law clause with federal jurisdiction
This variation specifies federal jurisdiction, typically used when parties want to ensure the agreement is interpreted under federal law.
This Agreement shall be governed by and construed in accordance with the federal laws of the United States, excluding any state laws, and any disputes shall be adjudicated in the appropriate federal courts located in [City, State].
Choice of law clause with multiple jurisdictions
This variation allows for the application of laws from multiple jurisdictions in different sections of the agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State] for [specific sections or issues], and by the laws of [Country/State] for [other specific sections or issues]. The parties agree to follow the applicable law for each section as outlined.
Choice of law clause with reference to international treaties
This variation takes into account international treaties or agreements governing the matter.
This Agreement shall be governed by and construed in accordance with the laws of [Country], and in the event of any conflict, the parties agree to be bound by the provisions of [applicable international treaties or conventions].
Choice of law clause with waiver of choice of law
This variation allows the parties to waive the application of a specific jurisdiction’s laws under certain circumstances.
The parties hereby agree that, notwithstanding the choice of law clause in this Agreement, they may mutually agree in writing to waive the application of the laws of [State/Country] and apply the laws of another jurisdiction as deemed appropriate at the time of dispute resolution.
Choice of law clause with flexibility for future amendments
This variation allows the parties to amend the governing law if both agree later.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], unless both parties mutually agree in writing to amend the governing law at a later date. Any changes to the governing law will apply only to future disputes.
Choice of law clause with specific reference to consumer protection laws
This clause specifies that consumer protection laws will govern the agreement.
This Agreement shall be governed by and construed in accordance with the consumer protection laws of the State of [State], in recognition of the parties' intent to adhere to relevant consumer rights and protections.
Choice of law clause with tie-breaking provision
This variation specifies how to handle a situation where multiple jurisdictions are in conflict.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. In the event that two or more jurisdictions are applicable, the parties agree to resolve the conflict by applying the laws of the jurisdiction most closely connected to the subject matter of the dispute, as determined by [party/third party].
Choice of law clause with explicit exclusion of foreign laws
This clause excludes the application of foreign laws to the agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. The application of foreign laws is expressly excluded from this Agreement, even if the parties are located outside of [State].
Choice of law clause with limitation to contractual disputes
This variation specifies that the choice of law clause applies only to disputes arising from the contract.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State] for all matters arising directly from the terms and conditions of this Agreement. Any other legal disputes unrelated to this contract shall be subject to the applicable jurisdiction as determined by the nature of the dispute.
Choice of law clause with local jurisdiction preference
This variation specifies that local law will apply for any disputes arising under the agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], and any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located within [City, State].
Choice of law clause with neutral jurisdiction
This clause selects a neutral jurisdiction when the parties are from different locations.
This Agreement shall be governed by and construed in accordance with the laws of the State of [Neutral State], without regard to its conflict of laws provisions. Any disputes arising from this Agreement shall be resolved in [Neutral City, State].
Choice of law clause with jurisdiction by subject matter
This clause ties the choice of law to the subject matter of the contract.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], specifically with regard to [type of contract or subject matter]. Any disputes regarding the enforcement or interpretation of this Agreement shall also be governed by the same laws.
Choice of law clause with conditional application of local laws
This clause applies local law unless a specific condition is met.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], except where those laws conflict with any applicable federal regulations or international laws. In such cases, the governing law will be adjusted to comply with these overriding regulations.
Choice of law clause with governing law dependent on dispute type
This variation selects different governing laws for different types of disputes.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State] for all contractual disputes. However, for any intellectual property-related disputes, the governing law shall be the laws of [another State/Country].
Choice of law clause with multiple applicable jurisdictions for different sections
This clause specifies different laws for different sections of the agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State] for all provisions related to payment and compensation. For provisions related to dispute resolution, the laws of [another State] will apply.
Choice of law clause with automatic adjustment to the most favorable law
This clause provides for automatic application of the most favorable law for the parties involved.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], unless it is determined that the laws of another jurisdiction provide more favorable terms for the enforcement of this Agreement, in which case the more favorable jurisdiction will apply automatically.
Choice of law clause with exclusion of foreign legal actions
This clause excludes foreign legal systems from jurisdictional consideration.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], and any disputes or legal actions shall be subject exclusively to the jurisdiction of courts within [State]. No legal actions shall be initiated in foreign jurisdictions or based on foreign law.
Choice of law clause with international arbitration provisions
This clause provides for arbitration under a specific jurisdiction's laws.
This Agreement shall be governed by and construed in accordance with the laws of [State], and any disputes arising under this Agreement shall be resolved through arbitration in [City, State]. Arbitration shall be conducted in accordance with the rules of the [Arbitration Association], and the governing law shall remain that of [State].
Choice of law clause with agreement to local dispute resolution
This variation specifies that disputes will be governed by local law and resolved locally.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. Any disputes arising out of this Agreement shall be resolved by local dispute resolution mechanisms, with the applicable jurisdiction being the courts of [City, State].
Choice of law clause with exclusion of certain laws
This clause excludes certain laws from governing the agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], excluding any laws related to [specific subject or issue] that may conflict with the terms of this Agreement.
Choice of law clause with adaptation for foreign investors
This clause adjusts the choice of law for foreign investors.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], provided that for foreign investors, the relevant international laws and regulations concerning foreign investments shall also apply to the extent required.
Choice of law clause with consent to foreign jurisdiction
This clause permits foreign jurisdiction under specific circumstances.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. The parties consent to the jurisdiction of the courts of [Country] for resolving disputes related to intellectual property matters or any other issues that require international enforcement.
Choice of law clause with automatic application of governing law based on location
This clause provides for automatic application of governing law based on the location of the dispute.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. If a dispute arises in a different jurisdiction, the applicable laws of the jurisdiction where the dispute occurs will automatically apply unless otherwise agreed.
Choice of law clause with reference to federal law precedence
This variation gives precedence to federal law when in conflict with state law.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], except where federal law takes precedence. In cases of conflict, federal law will supersede state law, particularly for any federal issues related to the contract.
Choice of law clause with reference to commercial laws
This clause ties the choice of law to commercial law principles.
This Agreement shall be governed by and construed in accordance with the commercial laws of the State of [State], including any applicable statutes related to business contracts, sales, and services within the commercial sector.
Choice of law clause with applicability to government contracts
This clause is specifically for agreements involving government contracts.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], and all matters pertaining to government contracts shall be subject to the applicable federal and state laws governing public contracts and procurement.
Choice of law clause with choice of law waiver for enforcement
This clause waives the application of certain laws solely for enforcement purposes.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. However, in the event of a dispute requiring enforcement of judgment, the parties agree to waive the application of certain state laws and submit to the enforcement jurisdiction of [State/Country] laws.
Choice of law clause with local tax law inclusion
This variation includes local tax law as part of the governing law.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], including its tax laws applicable to the transactions and obligations set forth in this Agreement, without regard to its conflict of law provisions.
Choice of law clause with provision for future amendments
This clause allows the governing law to change with mutual agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], provided that the parties may mutually agree in writing to amend the governing law should circumstances or jurisdictions change in the future.
Choice of law clause with protection for intellectual property
This clause highlights the governing law for intellectual property matters.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State] regarding all contractual obligations, and the laws of [another jurisdiction] shall apply specifically to any disputes or issues related to intellectual property rights.
Choice of law clause with jurisdiction-based limitation
This variation limits the choice of law to specific circumstances based on jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], but in the event of legal action being required for enforcement, the jurisdiction of [another jurisdiction] shall govern any related actions concerning the enforcement of contractual rights.
Choice of law clause with override of non-compete laws
This clause specifies the override of non-compete laws in a particular jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], but in the event that the non-compete clauses conflict with the local laws of [State/Country], the non-compete provisions shall be modified to the extent necessary to comply with the applicable laws.
Choice of law clause with foreign laws incorporated by reference
This clause incorporates foreign laws into the governing law selection.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], with the incorporation of relevant foreign laws and regulations from [Country] as necessary, particularly in relation to export controls and international trade.
Choice of law clause with option for voluntary mediation
This variation allows the choice of law to be influenced by mediation preferences.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. However, in the event of any disputes, the parties agree to attempt mediation under the laws of [another jurisdiction] before seeking formal legal resolution.
Choice of law clause with enforcement of arbitration awards
This variation provides for the enforcement of arbitration decisions.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. The parties agree that any arbitration award rendered under this Agreement shall be enforceable according to the laws of [jurisdiction], regardless of the country or state where arbitration took place.
Choice of law clause with automatic application of European Union law
This clause specifies the application of EU law if the contract has European links.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], and if any portion of this Agreement is subject to European Union regulations, those provisions shall be governed by EU law and applicable directives.
Choice of law clause with exemption for certain contracts
This clause exempts specific types of contracts from the standard governing law.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], except for any agreements related to [specific type of contract], which will be governed by the laws of [different jurisdiction] as specified.
Choice of law clause with reliance on customary law
This variation allows for reliance on customary law within a jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], and in the event of a dispute, the customary business practices and industry norms in [State] shall be applied to resolve the issue.
Choice of law clause with consideration of environmental regulations
This clause includes environmental regulations in the jurisdiction's law.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], including its environmental laws and regulations that apply to the business operations described in this Agreement.
Choice of law clause with commercial contract law focus
This clause focuses on commercial contract law within the governing jurisdiction.
This Agreement shall be governed by and construed in accordance with the commercial contract law of the State of [State], including all relevant legal frameworks for trade, commerce, and contract enforcement.
Choice of law clause with prohibition on conflicting laws
This variation prohibits any conflicting laws from being applied.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. No laws from other jurisdictions that conflict with the applicable laws of [State] will be applied unless explicitly agreed by both parties.
Choice of law clause with reference to state-specific business regulations
This clause specifies that the agreement will be governed by state-specific business laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], specifically including all applicable state business regulations that govern commercial transactions within the state, regardless of any conflict with other jurisdictions' laws.
Choice of law clause with reference to international contracts
This variation specifies the governing law for international contracts.
This Agreement shall be governed by and construed in accordance with the laws of [Country], specifically those laws governing international business transactions, including the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), where applicable.
Choice of law clause with exclusions for tax law application
This clause excludes tax laws from the governing law determination.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], excluding any tax laws or tax regulations that may conflict with other jurisdictional tax regimes, which shall be governed separately under applicable tax law.
Choice of law clause with specific reference to contract enforcement
This clause references contract enforcement laws in a specific jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], with particular emphasis on the enforcement of contractual obligations under the state’s contract law, including all provisions for breach, damages, and remedies available under local contract law.
Choice of law clause with a jurisdictional tie for corporate governance matters
This clause governs corporate governance issues based on the jurisdiction selected.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], and for any matters related to corporate governance, including shareholder rights, board composition, and corporate duties, the laws of [State] will apply.
Choice of law clause with specific reference to technology law
This clause applies the jurisdiction's technology and intellectual property laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], specifically with regard to technology laws, intellectual property rights, and digital commerce regulations, to the extent relevant to the subject matter of this Agreement.
Choice of law clause with provision for emergency law application
This clause stipulates that emergency laws may override the normal choice of law.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], provided that in the event of a declared emergency or national crisis, emergency laws and regulations imposed by the relevant governmental authorities may temporarily supersede the provisions of this Agreement.
Choice of law clause with reference to intellectual property jurisdiction
This clause designates a particular jurisdiction for intellectual property matters.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], specifically regarding matters relating to intellectual property rights, where the laws of [State] shall exclusively govern any disputes related to patents, trademarks, copyrights, and related rights.
Choice of law clause with waiver of conflicting international law
This clause waives the applicability of conflicting international laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. The parties waive any application of conflicting international laws or treaties that would undermine the governing law set forth in this Agreement.
Choice of law clause with inclusion of local dispute resolution laws
This clause specifies the local jurisdiction’s dispute resolution laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], with any disputes arising hereunder subject to the local dispute resolution laws of [State], which shall govern arbitration, mediation, or litigation procedures.
Choice of law clause with jurisdictional impact on liability limitations
This variation specifies how the law governs liability limitations.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. The liability limitations set forth in this Agreement shall be subject to the laws of [State], which will dictate the extent of permissible liability limitations in contractual relationships.
Choice of law clause with emergency dispute resolution mechanism
This clause provides an alternative resolution process in case of emergencies.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. In the event of an emergency situation, the parties agree to use an expedited dispute resolution mechanism that complies with the relevant emergency law provisions in [State].
Choice of law clause with specific application to consumer protection laws
This clause focuses on the application of consumer protection laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], with specific reference to consumer protection laws as they apply to the sale, provision, and distribution of goods and services within [State].
Choice of law clause with provision for arbitration in neutral jurisdiction
This clause allows for arbitration in a neutral jurisdiction, regardless of the governing law.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. However, any disputes arising under this Agreement shall be resolved through arbitration conducted in [Neutral Location], under the rules of [arbitration institution], and governed by neutral international laws.
Choice of law clause with provision for voluntary foreign law application
This variation allows for the voluntary application of foreign laws if agreed by both parties.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. However, both parties may agree, in writing, to apply the laws of a foreign jurisdiction for specific aspects of the Agreement, provided such agreement is executed prior to any dispute arising.
Choice of law clause with jurisdictional limitation for breach of contract
This clause limits jurisdiction to a specific location for breach of contract issues.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. Any disputes related to breach of contract or non-performance shall be subject exclusively to the jurisdiction of courts located in [City, State], which shall have exclusive authority to adjudicate such matters.
Choice of law clause with forum selection based on industry
This clause allows the governing law to be selected based on the industry.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], with specific reference to [industry-specific regulations] that apply to [industry] transactions, and the forum for disputes shall be determined by the applicable laws of that industry.
Choice of law clause with consideration of environmental regulations
This clause makes the environmental laws of the jurisdiction part of the governing law.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], including its environmental regulations and standards, specifically as they relate to the subject matter of this Agreement, including but not limited to emissions standards, waste management, and sustainability requirements.
Choice of law clause with reference to anti-corruption laws
This variation applies anti-corruption laws to the jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], with specific reference to its anti-corruption, anti-bribery, and compliance laws, ensuring that both parties comply with relevant anti-corruption regulations during the course of this Agreement.
Choice of law clause with reference to maritime law
This clause is specific to maritime law, for contracts involving ships, cargo, or related matters.
This Agreement shall be governed by and construed in accordance with the maritime laws of the State of [State], applicable to all provisions relating to shipping, cargo transportation, and related maritime activities governed under this Agreement.
Choice of law clause with exclusive use of local customs and practices
This clause applies local customs and business practices to the governing law.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], incorporating local business customs, practices, and industry norms as governing principles for interpreting contractual obligations and resolving disputes.
Choice of law clause with allowance for alternative dispute resolution
This clause provides for alternative dispute resolution under the jurisdiction selected.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], and any disputes shall be resolved by alternative dispute resolution methods, including mediation or arbitration, as agreed upon by both parties, in [City, State].
Choice of law clause with reference to securities laws
This variation governs securities laws for agreements related to securities or investment matters.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], specifically concerning its securities regulations and laws related to the trading, issuance, and registration of securities under local and federal guidelines.
Choice of law clause with financial regulation reference
This clause refers to financial regulations in the jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], particularly in relation to its financial regulations, including securities law, banking rules, and investment guidelines that apply to the parties and their financial transactions.
Choice of law clause with forum selection for class actions
This variation designates a forum for class action lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], with any class action lawsuits or group claims subject to the exclusive jurisdiction of the courts located in [City, State]. The parties agree to waive the right to bring class actions in any other jurisdiction.
Choice of law clause with reference to data protection laws
This clause specifically applies to data protection and privacy laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], including applicable data protection laws, privacy regulations, and cybersecurity standards, as they pertain to the handling, storage, and processing of personal data.
Choice of law clause with election of jurisdiction based on party location
This clause allows the parties to elect the jurisdiction based on their locations.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], provided that in the event of a dispute, the parties shall elect to resolve such dispute in the jurisdiction of either party’s primary location, depending on which party initiates the dispute.
Choice of law clause with reference to antitrust laws
This variation focuses on antitrust laws and their application.
This Agreement shall be governed by and construed in accordance with the antitrust laws of the State of [State] as they apply to competition, monopolies, and trade practices within the relevant markets.
Choice of law clause with provision for review by third-party experts
This clause includes a third-party expert review in the governing law process.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], with any disputes involving technical or specialized matters subject to review by third-party experts, who will apply the relevant state laws to resolve the dispute.
Choice of law clause with applicability to nonprofit organizations
This clause is designed specifically for contracts involving nonprofit organizations.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], with specific reference to nonprofit organization laws and regulations that govern tax-exempt status, fundraising, and donations.
Choice of law clause with general reference to state civil law
This clause includes the application of general civil law in the governing jurisdiction.
This Agreement shall be governed by and construed in accordance with the general civil laws of the State of [State], including all statutes and common law precedents governing contractual agreements and dispute resolution.
Choice of law clause with specific compliance to export laws
This variation governs laws specifically related to international trade and export compliance.
This Agreement shall be governed by and construed in accordance with the export laws and regulations of the State of [State], particularly those concerning international trade and cross-border transactions under local and federal guidelines.
Choice of law clause with trade law reference
This clause applies to agreements involving trade law issues.
This Agreement shall be governed by and construed in accordance with the trade laws of the State of [State], including any relevant provisions of the Uniform Commercial Code or other statutory rules governing the sale and transfer of goods.
Choice of law clause with restriction on foreign law enforcement
This clause restricts enforcement under foreign laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], and no part of this Agreement shall be enforceable under the laws of foreign jurisdictions unless explicitly stated in writing by both parties.
Choice of law clause with tailored applicability for startups
This variation specifies the applicability of the governing law for startups.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], specifically tailored for startup businesses, and shall apply to any commercial or intellectual property disputes arising out of the operations of the startup.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.