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Waiver of immunity clause: Copy, customize, and use instantly

Introduction

A waiver of immunity clause ensures that a party, typically a government entity or a sovereign-affiliated organization, agrees to waive any sovereign immunity defenses that could prevent legal claims or enforcement actions. This clause is crucial in cross-border transactions, international contracts, and agreements involving state-owned enterprises, ensuring that all parties remain subject to legal obligations and dispute resolution mechanisms.

Below are templates for waiver of immunity clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard waiver of immunity clause

This clause establishes a broad waiver of sovereign immunity, ensuring that a party cannot claim immunity from legal proceedings.

The [Party] irrevocably waives any and all rights to immunity, whether sovereign or otherwise, from suit, jurisdiction, enforcement, execution, or any other legal process in relation to this Agreement. The [Party] agrees that it shall not claim any such immunity in any proceedings arising from or related to this Agreement.

Waiver of immunity clause with limited scope

This version waives immunity only for specific legal actions.

The [Party] waives any claim of sovereign immunity solely for the purposes of enforcement of this Agreement and related disputes. This waiver shall not extend to other matters beyond the enforcement of contractual rights and obligations.

Waiver of immunity clause with explicit jurisdiction

This clause specifies the jurisdiction in which immunity is waived.

The [Party] agrees that any dispute arising from this Agreement shall be subject to the jurisdiction of the courts of [jurisdiction]. The [Party] irrevocably waives any immunity from suit, enforcement, or execution within [jurisdiction] and agrees to submit to the courts therein.

Waiver of immunity clause with arbitration enforcement

This variation ensures that immunity cannot be invoked to avoid arbitration or its enforcement.

The [Party] expressly waives any claim to sovereign or jurisdictional immunity in relation to any arbitration proceedings arising under this Agreement, including the recognition and enforcement of any arbitral award in any competent jurisdiction.

Waiver of immunity clause with enforcement protection

This clause ensures that immunity cannot be used to block the enforcement of judgments or arbitral awards.

The [Party] irrevocably waives any immunity from jurisdiction, enforcement, or execution of any judgment, decree, or arbitral award rendered in connection with this Agreement. The [Party] agrees that such judgments or awards may be enforced against its assets, whether commercial or non-commercial in nature.

Waiver of immunity clause with asset protection exception

This variation allows a waiver of immunity but excludes certain assets from enforcement actions.

The [Party] waives any claim to sovereign or jurisdictional immunity in connection with this Agreement, except that this waiver shall not extend to assets of the [Party] that are protected under applicable international treaties or expressly exempted by law.

Waiver of immunity clause with diplomatic mission exclusion

This clause ensures that certain diplomatic assets remain immune despite the waiver.

The [Party] waives any right to claim sovereign immunity in relation to the enforcement of this Agreement. However, this waiver shall not apply to assets of the [Party] used for diplomatic, military, or consular purposes under applicable international law.

Waiver of immunity clause with international treaty compliance

This version ensures that the waiver does not conflict with any existing international treaties.

The [Party] waives any defense based on sovereign or jurisdictional immunity in any proceedings relating to this Agreement, provided that such waiver does not violate any applicable international treaties or legal obligations recognized by [jurisdiction].

Waiver of immunity clause with limited execution waiver

This clause allows lawsuits but limits execution against certain assets.

The [Party] waives any immunity from suit or legal proceedings related to this Agreement. However, enforcement and execution shall be limited to commercial assets and shall not extend to assets used for governmental or sovereign purposes.

Waiver of immunity clause with irrevocable waiver

This variation explicitly states that the waiver is permanent and cannot be revoked.

The [Party] expressly, irrevocably, and unconditionally waives any immunity from jurisdiction, enforcement, or execution in any proceedings arising from this Agreement. This waiver shall survive any termination or expiration of this Agreement.

Waiver of immunity clause with submission to foreign jurisdiction

This clause ensures that the party consents to legal proceedings in a foreign jurisdiction.

The [Party] waives all immunity defenses in any proceedings related to this Agreement and expressly submits to the jurisdiction of the courts of [foreign jurisdiction], agreeing that any judgment rendered therein shall be enforceable against its assets.

Waiver of immunity clause with central bank exception

This version exempts central bank or monetary authority assets from the waiver.

The [Party] waives all claims to sovereign immunity in any dispute arising under this Agreement, except that this waiver shall not extend to any assets held by its central bank or monetary authority.

This clause explicitly acknowledges that immunity does not apply to arbitration.

The [Party] waives any sovereign immunity defense in relation to arbitration proceedings arising under this Agreement. The [Party] further agrees that any arbitral award rendered shall be final and enforceable against its assets in any jurisdiction.

Waiver of immunity clause with waiver of diplomatic protection

This variation ensures that the party cannot seek diplomatic intervention to avoid legal obligations.

The [Party] waives any right to invoke diplomatic protection or sovereign immunity in any legal or arbitral proceedings arising under this Agreement. No claims shall be brought before a diplomatic tribunal to contest or delay enforcement.

Waiver of immunity clause with full commercial activity waiver

This clause ensures that immunity cannot be invoked for commercial activities.

The [Party] agrees that its participation in this Agreement constitutes a commercial activity and, as such, waives any claim of sovereign immunity from jurisdiction, enforcement, or execution in connection with this Agreement.

Waiver of immunity clause with multiple jurisdiction enforcement

This version allows enforcement in multiple jurisdictions without immunity defenses.

The [Party] irrevocably waives any claim of sovereign immunity and agrees that any judgment or arbitral award arising from this Agreement shall be enforceable in any jurisdiction where the other party seeks enforcement.

Waiver of immunity clause with explicit execution waiver

This clause confirms that immunity cannot be used to avoid asset seizure.

The [Party] waives any immunity from execution or enforcement of any judgment or arbitral award related to this Agreement, including but not limited to the attachment, garnishment, or seizure of its assets, whether within or outside its home jurisdiction.

Waiver of immunity clause with public policy exception

This version prevents a party from invoking immunity based on public policy arguments.

The [Party] waives all sovereign immunity defenses and agrees not to assert any defense based on public policy or national interest to avoid enforcement of this Agreement.

Waiver of immunity clause with waiver of service of process immunity

This clause ensures that immunity cannot be used to avoid being served legal documents.

The [Party] waives any claim of immunity from service of process and agrees to accept service in accordance with the rules of the jurisdiction in which legal proceedings are initiated.

Waiver of immunity clause with third-party rights enforcement

This variation allows third parties to enforce judgments without immunity defenses.

The [Party] waives any immunity from suit, enforcement, or execution under this Agreement, including claims brought by third parties who are entitled to enforce the rights conferred by this Agreement.

Waiver of immunity clause with national security exception

This clause permits a waiver of immunity except in cases involving national security.

The [Party] waives any claim of sovereign immunity in legal or arbitral proceedings arising from this Agreement, except where such waiver would interfere with national security interests as determined by [Party's jurisdiction].

Waiver of immunity clause with express waiver in lending agreements

This variation is used in financial agreements to ensure lenders can enforce obligations.

The [Party] waives all rights to sovereign immunity in relation to any claims, enforcement actions, or execution proceedings arising from its obligations under this Agreement, particularly in the context of loan repayment and debt enforcement.

Waiver of immunity clause with survival after contract termination

This clause ensures the waiver remains valid even after the contract ends.

The [Party] waives any claim to sovereign immunity in connection with this Agreement, and such waiver shall survive termination, expiration, or rescission of this Agreement.

Waiver of immunity clause with alternative dispute resolution compliance

This version ensures that immunity cannot be used to avoid participation in mediation or other dispute resolution.

The [Party] waives any claim to sovereign immunity in relation to all alternative dispute resolution proceedings, including but not limited to mediation, conciliation, or expert determination, arising from this Agreement.

Waiver of immunity clause with court-specific recognition

This clause ensures that immunity is waived for specific courts designated in the agreement.

The [Party] waives any and all immunity defenses and agrees that any dispute arising from this Agreement shall be subject exclusively to the jurisdiction of [specified court], with enforcement rights in any jurisdiction.

Waiver of immunity clause with multi-tiered dispute resolution

This variation ensures that immunity cannot be used to avoid progressing through agreed dispute resolution stages.

The [Party] waives any claim to sovereign immunity in any dispute resolution proceeding under this Agreement, including but not limited to pre-litigation negotiations, mediation, arbitration, or judicial enforcement.

Waiver of immunity clause with periodic reaffirmation

This clause requires the party to periodically reaffirm its waiver.

The [Party] agrees to reaffirm its waiver of sovereign immunity under this Agreement on an annual basis and shall provide written confirmation of such waiver upon request by the other party.

Waiver of immunity clause with broad enforcement rights

This clause ensures the waiver extends to all enforcement actions, regardless of jurisdiction.

The [Party] irrevocably waives any and all immunity from suit, enforcement, execution, or any other legal process in connection with this Agreement. This waiver applies in all jurisdictions where enforcement is sought, without limitation.

Waiver of immunity clause with waiver for injunctive relief

This version ensures that sovereign immunity cannot prevent injunctive actions.

The [Party] waives any claim of sovereign immunity in connection with any request for injunctive relief, specific performance, or other equitable remedies arising from this Agreement.

Waiver of immunity clause with express waiver of pre-judgment immunity

This clause ensures that immunity cannot be used to avoid pre-judgment remedies.

The [Party] waives any immunity from pre-judgment attachment, injunctions, or restraining orders, and agrees that courts may issue provisional remedies as necessary to enforce this Agreement.

This version applies to agreements related to sovereign debt obligations.

The [Party] irrevocably waives any claim to sovereign immunity in relation to its obligations under this Agreement, including but not limited to actions related to sovereign debt enforcement, restructuring, or repayment.

Waiver of immunity clause with bankruptcy and insolvency exception

This clause limits the waiver in cases of bankruptcy or insolvency proceedings.

The [Party] waives any claim of sovereign immunity in all matters arising from this Agreement, except in cases involving bankruptcy or insolvency proceedings where such immunity is preserved by applicable law.

Waiver of immunity clause with commercial transaction exception

This version clarifies that immunity is waived for commercial but not governmental activities.

The [Party] agrees that its participation in this Agreement constitutes a commercial activity and waives any sovereign immunity related to such activities. However, this waiver does not extend to non-commercial governmental functions.

Waiver of immunity clause with diplomatic relations safeguard

This clause ensures that the waiver does not impact diplomatic relationships.

The [Party] waives any claim of sovereign immunity in legal proceedings related to this Agreement, provided that such waiver does not conflict with the Vienna Convention on Diplomatic Relations or similar international treaties.

Waiver of immunity clause with regulatory compliance exception

This version prevents a party from using immunity to avoid regulatory compliance obligations.

The [Party] waives any claim to sovereign immunity in connection with its obligations to comply with regulatory requirements imposed under this Agreement, including audits, reporting, and enforcement actions.

Waiver of immunity clause with obligation to submit to discovery

This clause ensures immunity does not prevent participation in legal discovery.

The [Party] waives any claim to sovereign immunity in connection with discovery requests, depositions, document production, or other pre-trial procedures in legal proceedings related to this Agreement.

Waiver of immunity clause with specific waiver for contract enforcement

This version ensures that the waiver applies only to contract enforcement actions.

The [Party] waives any and all sovereign immunity defenses solely with respect to the enforcement of contractual obligations under this Agreement. This waiver does not extend to other unrelated disputes.

This clause permits enforcement against assets without an immunity defense.

The [Party] irrevocably waives any immunity from enforcement actions, including the seizure, garnishment, or attachment of assets, in any jurisdiction where such assets are located.

Waiver of immunity clause with protection against political changes

This version ensures the waiver remains valid despite government or regime changes.

The [Party] agrees that this waiver of immunity shall survive any changes in government, political administration, or legal framework and shall remain binding on its successors and assigns.

Waiver of immunity clause with recognition of international arbitration awards

This clause ensures that immunity cannot be invoked against arbitral awards.

The [Party] waives any and all sovereign immunity defenses in relation to the recognition, enforcement, and execution of any arbitration award rendered under this Agreement.

Waiver of immunity clause with waiver of forum non conveniens defense

This version prevents the party from avoiding a specific jurisdiction based on convenience.

The [Party] waives any sovereign immunity and agrees not to assert forum non conveniens or similar doctrines as a defense in any proceedings related to this Agreement.

This clause ensures private entities can enforce obligations without state interference.

The [Party] waives any immunity from suit, enforcement, or execution in legal proceedings initiated by private entities under this Agreement, including commercial creditors and investors.

This version ensures immunity does not obstruct various resolution methods.

The [Party] waives any claim to sovereign immunity in connection with all dispute resolution mechanisms provided for in this Agreement, including litigation, arbitration, mediation, and conciliation.

Waiver of immunity clause with permanent validity

This clause ensures the waiver remains in effect indefinitely.

The [Party] agrees that its waiver of sovereign immunity under this Agreement shall remain valid indefinitely and shall not be revoked or modified without the express written consent of the other party.

Waiver of immunity clause with cross-border enforceability

This version ensures that the waiver applies in multiple jurisdictions.

The [Party] waives any immunity from jurisdiction, enforcement, or execution of judgments in any country where the other party seeks to enforce its rights under this Agreement.

This clause limits the waiver so that it does not apply to tax obligations.

The [Party] waives any sovereign immunity defenses in connection with this Agreement, except for claims arising from taxation, customs duties, or fiscal matters.

Waiver of immunity clause with requirement for periodic reaffirmation

This version requires the party to periodically reaffirm its waiver.

The [Party] agrees to reaffirm its waiver of sovereign immunity in writing every [number] years and shall provide documentation upon request by the other party.

This clause ensures that the party cannot refuse to cooperate with legal processes.

The [Party] waives any immunity defenses and agrees to cooperate fully with any legal proceedings, including appearing in court, providing evidence, and complying with judicial orders.

Waiver of immunity clause with designated enforcement jurisdiction

This version specifies a jurisdiction where immunity is expressly waived.

The [Party] agrees to submit to the exclusive jurisdiction of the courts of [specified jurisdiction] and waives any claim of sovereign immunity in any proceedings brought before such courts.

Waiver of immunity clause with waiver for financial guarantees

This clause applies to financial obligations, ensuring enforcement against guarantees.

The [Party] waives any claim to sovereign immunity in relation to its obligations under any financial guarantees, credit agreements, or security interests created under this Agreement.

Waiver of immunity clause with prohibition on sovereign interference

This version prevents the party from using state power to interfere with enforcement.

The [Party] waives any sovereign immunity and agrees that no governmental or legislative action shall be used to prevent or obstruct the enforcement of this Agreement.

Waiver of immunity clause with explicit waiver of customary international law defenses

This clause ensures that no customary international law principles can be invoked to restore immunity.

The [Party] waives any right to invoke customary international law doctrines, including acta jure imperii, as a defense against enforcement actions under this Agreement.

This version ensures that subsequent legal changes do not restore immunity.

The [Party] waives all sovereign immunity defenses, and such waiver shall remain effective despite any future changes to national or international laws affecting sovereign immunity.

Waiver of immunity clause with explicit waiver of state-owned enterprise protection

This clause ensures that state-owned entities cannot claim sovereign immunity.

The [Party] waives any sovereign immunity defense, including any immunity applicable to state-owned or government-affiliated entities, in any legal proceeding related to this Agreement.

Waiver of immunity clause with prohibition against invoking act of state doctrine

This version prevents a party from using the act of state doctrine as a defense.

The [Party] waives any claim of sovereign immunity and agrees not to invoke the act of state doctrine or any similar defense to avoid liability or enforcement of this Agreement.

Waiver of immunity clause with carve-out for war or armed conflict

This clause limits the waiver in cases of war or armed conflict.

The [Party] waives any sovereign immunity defense, except in cases where enforcement would directly interfere with national security during an officially declared war or armed conflict.

Waiver of immunity clause with waiver of state secrets privilege

This version prevents a party from withholding documents based on state secrecy.

The [Party] waives any claim of sovereign immunity and agrees that it shall not invoke the state secrets privilege or similar protections to withhold information necessary for the enforcement of this Agreement.

Waiver of immunity clause with restriction on diplomatic protest

This clause prevents diplomatic intervention from affecting enforcement.

The [Party] waives any immunity defense and agrees that it shall not seek diplomatic intervention, state protest, or any international dispute resolution mechanism to prevent or delay enforcement of this Agreement.

This version ensures that immunity is waived across different legal systems.

The [Party] waives all sovereign immunity defenses and expressly agrees that it shall be subject to the legal systems of [list jurisdictions] in all disputes arising under this Agreement.

Waiver of immunity clause with commitment to external debt repayment

This clause ensures immunity does not obstruct foreign debt enforcement.

The [Party] waives any claim of sovereign immunity in connection with the enforcement of any obligations related to external debt, including but not limited to sovereign bonds and loan agreements.

Waiver of immunity clause with prohibition on invoking constitutional protections

This version prevents a party from using domestic constitutional provisions to reassert immunity.

The [Party] waives all sovereign immunity defenses and agrees that no constitutional provisions, legislative changes, or national legal doctrines shall be invoked to reestablish immunity for the obligations under this Agreement.

Waiver of immunity clause with recognition of foreign sovereign immunity waiver

This clause allows the waiver to apply reciprocally to other sovereigns.

The [Party] waives all sovereign immunity defenses and acknowledges that this waiver shall be reciprocally enforceable against any other sovereign or state-owned entity that is party to this Agreement.

Waiver of immunity clause with waiver for tax and customs disputes

This version ensures immunity cannot be used to avoid tax or customs enforcement.

The [Party] waives any claim to sovereign immunity concerning disputes related to tax liabilities, customs duties, import/export tariffs, or related financial obligations under this Agreement.

This clause mandates independent review of the waiver before execution.

The [Party] acknowledges that it has obtained independent legal counsel regarding this waiver of sovereign immunity and confirms that such waiver is made knowingly and voluntarily.

Waiver of immunity clause with binding effect on future government entities

This version ensures the waiver applies to future governments or successors.

The [Party] waives any sovereign immunity defenses, and such waiver shall be binding upon its successors, assigns, and any future government entities that assume its obligations under this Agreement.

Waiver of immunity clause with security deposit requirement for disputes

This clause requires a deposit to secure enforcement in case of a dispute.

The [Party] waives any sovereign immunity defenses and agrees to deposit an enforcement security of [amount] in an escrow account to guarantee compliance with any judgment or arbitral award arising from this Agreement.

Waiver of immunity clause with international financial institution enforcement

This version ensures that international financial institutions can enforce claims without immunity defenses.

The [Party] waives all sovereign immunity defenses concerning enforcement actions brought by international financial institutions, development banks, or sovereign lenders under this Agreement.

Waiver of immunity clause with non-applicability of future sovereign immunity laws

This clause ensures future legal changes do not restore immunity.

The [Party] waives any sovereign immunity defenses, and such waiver shall remain effective regardless of any future national or international legal reforms affecting sovereign immunity.

Waiver of immunity clause with prohibition on judicial intervention by home state

This version prevents a party’s home government from interfering with enforcement.

The [Party] waives any sovereign immunity defenses and agrees that no judicial or governmental intervention from its home jurisdiction shall obstruct the enforcement of this Agreement.

Waiver of immunity clause with obligation to appoint a local enforcement agent

This clause requires a party to designate a local representative for enforcement.

The [Party] waives all sovereign immunity defenses and shall appoint an enforcement agent within [jurisdiction] who is authorized to accept service of process and comply with enforcement orders under this Agreement.

Waiver of immunity clause with explicit waiver of immunity for credit rating enforcement

This version ensures that a sovereign cannot avoid enforcement related to credit ratings.

The [Party] waives any sovereign immunity defense concerning claims, enforcement actions, or liability related to the impact of credit rating downgrades resulting from non-compliance with this Agreement.

Waiver of immunity clause with prohibition on legislative reversal

This clause ensures immunity cannot be reinstated by legislative action.

The [Party] waives any claim to sovereign immunity, and this waiver shall not be revoked or overridden by subsequent legislative acts, executive orders, or policy changes.

Waiver of immunity clause with waiver for intellectual property disputes

This version ensures that intellectual property enforcement cannot be obstructed by immunity claims.

The [Party] waives any sovereign immunity defenses in disputes related to intellectual property, including but not limited to patents, copyrights, trademarks, and trade secrets arising under this Agreement.

Waiver of immunity clause with restriction on sovereign wealth fund protections

This clause prevents a sovereign from shielding assets through sovereign wealth funds.

The [Party] waives any claim to sovereign immunity concerning enforcement actions against sovereign wealth funds, state-controlled financial assets, or similar holdings directly related to this Agreement.

Waiver of immunity clause with commitment to fair enforcement procedures

This version ensures that the waiver applies in fair and recognized courts.

The [Party] waives all sovereign immunity defenses, provided that enforcement is sought in a court or tribunal recognized under international law as fair and impartial.

Waiver of immunity clause with protection against fraudulent immunity claims

This clause prevents a party from later asserting immunity through restructuring.

The [Party] waives any sovereign immunity defenses and agrees not to restructure or reclassify its assets or legal standing to evade enforcement of obligations under this Agreement.

Waiver of immunity clause with asset forfeiture compliance

This version ensures that immunity cannot be used to protect assets subject to forfeiture.

The [Party] waives any claim to sovereign immunity in connection with any proceedings concerning asset forfeiture, anti-money laundering enforcement, or related financial crimes under this Agreement.

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.

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