A Choice of Law clause specifies which jurisdiction's laws will govern the interpretation and enforcement of the contract. This clause provides clarity and predictability by pre-determining the legal framework that will apply in case of disputes.
8. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the common laws of Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.
Choice of Law / Enforceability 4. The choice of the laws of the State of New York to govern the obligations of the Issuer under the Indenture is recognised under Dutch law, and accordingly the enforceability of those obligations is determined under Dutch law by reference to the laws of the State of New York.
Choice of Law 5.23 that the choice of law expressed as the governing law of the Opinion Document is a bona fide, legal, valid and binding selection which will be upheld, recognised and given effect to by the courts of all applicable jurisdictions other than the courts of Gibraltar;
Choice of Law. All issues and questions concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions that could cause the applications of the laws of any jurisdiction other than the State of California.
7.3. the choice of law expressed to govern the Opinion Document would not be recognised or upheld if the choice of law was not bona fide and legal or if there were reasons for avoiding the choice of law on the grounds of public policy. The choice of law would not be upheld, for example, if it was made with the intention of evading the law of the jurisdiction with which the transaction had its most substantial connection and which law in the absence of such choice would have invalidated the transaction or been inconsistent therewith;
5.4 The choice of law of English law to govern the Custody Agreements may not be upheld by the English courts if the court determined that the choice of law was not bona fide and legal or if there were reasons for avoiding such choice of law on the grounds that its application would be inconsistent with public policy. Such choice of law may not be upheld, for example, if it was made with the intention of evading the law of the jurisdiction with which the contract had its most substantial connection and which, in the absence of English law, would have invalidated the contract or been inconsistent therewith. Such choice of law would not be recognised or upheld by the English courts where to do so would be inconsistent with Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome 1) or The Law Applicable to Contractual Obligations (England and Wales and Northern Ireland) Regulations 2009 (SI/2009/3064). Certain trusts could be modified to the extent provided by and in the circumstances set out in the Hague Convention on the Law Applicable to Trusts and their recognition, as enacted by the Recognition of Trusts Act 1987.
(f) Choice of Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed by the substantive laws, but not the choice of law rules, of the State of Nevada without regard to choice of law considerations.
(f) Choice of Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed by the substantive laws, but not the choice of law rules, of the State of Nevada without regard to choice of law considerations.
The opinions expressed herein are limited to the federal laws of the United States and the laws of the State of Connecticut. To the extent that any of the Transaction Documents provides that it is to be governed by the laws of a jurisdiction other than the State of Connecticut, the opinions set forth herein are given as if such document provides that it is to be governed by the laws of the State of Connecticut, other than its choice of law rules. We have assumed for the purposes of this opinion letter that the parties’ choice of law will be respected, and accordingly we express no opinion as to the choice of law rules or other laws that any tribunal may apply to the transactions referred to in this opinion letter.
12.Choice of Law. This Agreement will be construed and interpreted in accordance with the laws of the State of New York (other than its choice-of-law provisions).
Section 6.04 Governing Law. Except in the case of the Mandatory Forum Selection Clause in Section 6.02 above, which clause shall be governed and interpreted in accordance with Florida law, this Debenture and the Transaction Documents shall be delivered and accepted in, and shall be deemed to be contracts made under and governed by, the internal laws of the State of Wyoming, and for all purposes shall be construed in accordance with the laws of the State of Wyoming, without giving effect to the choice of law provisions of such State. The governing law provisions of this Section 6.04 are a material inducement for Holder to purchase this Debenture, and the Borrower hereby agrees, acknowledges and understands that the Holder would not have purchased this Debenture, without the full agreement and consent of the Credit Parties, with full knowledge and understanding, that except in the case of the Mandatory Forum Selection Clause in Section 6.02 above, which clause shall be governed and interpreted in accordance with Florida law, this Debenture, and each of the Transaction Documents, shall be governed by the internal laws of the State of Wyoming, and for all purposes shall be construed in accordance with the laws of the State of Wyoming, without giving effect to the choice of law provisions. In this regard, each of the Credit Parties hereby acknowledges that it has reviewed this Debenture and all Transaction Documents, and specifically, this Section 6.04, with competent counsel selected by the Credit Parties, and in that regard, each of the Credit Parties fully understands the choice of law provisions set forth in this Section. In addition, each of the Credit Parties agree, and acknowledge that it has had an opportunity to negotiate the terms and provisions of this Debenture and the other Transaction Documents with and through its counsel, and that the Credit Parties have sufficient leverage and economic bargaining power, and have used such leverage and economic bargaining power, to fairly and fully negotiate this Debenture and the other Transaction Documents in a manner that is acceptable to the Credit Parties. Moreover, because of the material nature of this choice of law provision in inducing Holder to purchase this Debenture, each of the Credit Parties hereby fully and absolutely waives any and all rights to make any claims, counterclaims, defenses, to raise or make any arguments (including any claims, counterclaims, defenses, or arguments based on grounds of public policy, unconscionability, or implied covenants of fair dealing and good faith), or to otherwise undertake any litigation strategy or maneuver of any nature or kind that would result in, or which otherwise seeks to, invalidate this choice of law provision, or that would otherwise result in or require the application of the laws of any other State other than the State of Wyoming in the interpretation or governance of this Debenture or any other Transaction Documents (except for the Mandatory Forum Selection clause in Section 6.2 hereof). Each of the Credit Parties has carefully considered this Section 6.04 and has carefully reviewed its application and effect with competent counsel, and in that regard, fully understands and agrees that Holder would not have purchased this Debenture without the express agreement and acknowledgement of each of the Credit Parties to this choice of law provision, and the express waivers set forth herein.
a) The choice of law of the State of New York as the governing law is a valid choice of law under the laws of Colombia, and the courts of Colombia will honor this choice of law. A final and conclusive judgment (not subject to appeal) of the courts of the State of New York would be recognized by the courts of Colombia, subject to obtaining therefore the Exequatur of the judgment from the Supreme Court of Colombia. Pursuant to articles 605 through 607 of Law 1564 of 2012, the courts of Colombia would give effect to and enforce a judgment obtained in a court outside Colombia without re-trial or re-examination of the merits of the case provided (i) that there exists a treaty or convention relating to recognition and enforcement of foreign judgments between Colombia and the country of origin of the judgment or, in the absence of such treaty, that proper evidence is provided to the Supreme Court of Colombia to the effect that the courts of the country of the subject judgment would recognize and enforce Colombian judgments, and (ii) that the subject judgment fulfills the requirements listed below.
Section 6.04 Governing Law. Except in the case of the Mandatory Forum Selection Clause in Section 6.02 above, which clause shall be governed and interpreted in accordance with Florida law, this Debenture and the Transaction Documents shall be delivered and accepted in, and shall be deemed to be contracts made under and governed by, the internal laws of the State of Wyoming, and for all purposes shall be construed in accordance with the laws of the State of Wyoming, without giving effect to the choice of law provisions of such State. The governing law provisions of this Section 6.04 are a material inducement for Holder to purchase this Debenture, and the Borrower hereby agrees, acknowledges and understands that the Holder would not have purchased this Debenture, without the full agreement and consent of the Credit Parties, with full knowledge and understanding, that except in the case of the Mandatory Forum Selection Clause in Section 6.02 above, which clause shall be governed and interpreted in accordance with Florida law, this Debenture, and each of the Transaction Documents, shall be governed by the internal laws of the State of Wyoming, and for all purposes shall be construed in accordance with the laws of the State of Wyoming, without giving effect to the choice of law provisions. In this regard, each of the Credit Parties hereby acknowledges that it has reviewed this Debenture and all Transaction Documents, and specifically, this Section 6.04, with competent counsel selected by the Credit Parties, and in that regard, each of the Credit Parties fully understands the choice of law provisions set forth in this Section. In addition, each of the Credit Parties agree, and acknowledge that it has had an opportunity to negotiate the terms and provisions of this Debenture and the other Transaction Documents with and through its counsel, and that the Credit Parties have sufficient leverage and economic bargaining power, and have used such leverage and economic bargaining power, to fairly and fully negotiate this Debenture and the other Transaction Documents in a manner that is acceptable to the Credit Parties. Moreover, because of the material nature of this choice of law provision in inducing Holder to purchase this Debenture, each of the Credit Parties hereby fully and absolutely waives any and all rights to make any claims, counterclaims, defenses, to raise or make any arguments (including any claims, counterclaims, defenses, or arguments based on grounds of public policy, unconscionability, or implied covenants of fair dealing and good faith), or to otherwise undertake any litigation strategy or maneuver of any nature or kind that would result in, or which otherwise seeks to, invalidate this choice of law provision, or that would otherwise result in or require the application of the laws of any other State other than the State of Wyoming in the interpretation or governance of this Debenture or any other Transaction Documents (except for the Mandatory Forum Selection clause in Section 6.2 hereof). Each of the Credit Parties has carefully considered this Section 6.04 and has carefully reviewed its application and effect with competent counsel, and in that regard, fully understands and agrees that Holder would not have purchased this Debenture without the express agreement and acknowledgement of each of the Credit Parties to this choice of law provision, and the express waivers set forth herein.
1.Choice of Law and Forum. This Amendment Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Washington without reference to its choice of law principles. Any disputes arising under this Agreement shall be brought in a court of competent jurisdiction in King County, Washington or the federal courts of the United States for the 9th Circuit.
c. Choice of Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.
6. Choice of Law. This Agreement shall be governed by, construed and entered in accordance with the laws of the State of New York applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof.
l)Choice of Law. This Transition Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflicting provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the laws of any jurisdiction other than the Commonwealth of Pennsylvania to be applied. In furtherance of the foregoing, the internal law of the Commonwealth of Pennsylvania will control the interpretation and construction of this Transition Agreement, even if under such jurisdiction’s choice of law
“Choice of law” refers to a clause in a contract that designates which jurisdiction’s laws will be used to interpret the terms of the contract and resolve any disputes that may arise. It determines which legal framework will be applicable among the potentially multiple jurisdictions that could have an interest in the matter.
You should use a “Choice of law” clause in any contract where parties are based in different jurisdictions, whether they are different states within a country or different countries altogether. This clause provides clarity and predictability, reducing the risk of a lengthy and costly legal dispute over which jurisdiction’s laws will apply.
Writing a “Choice of law” clause typically involves specifying the jurisdiction whose laws will govern the contract. Here’s a basic template:
“This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles.”
You can replace [State/Country] with the applicable jurisdiction. Ensure that all parties agree to this clause and understand its implications.
A “Choice of law” clause is commonly found in the following types of contracts:
By incorporating a clear “Choice of law” clause, the involved parties can mitigate uncertainties about which legal framework will govern their agreement.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A clawback provision is a clause in a contract that allows an employer to reclaim previously paid compensation, typically in instances of misconduct, financial restatements, or failure to meet performance metrics. It serves as a protective measure to ensure accountability and financial integrity within an organization.
A confidentiality clause is a provision in a contract that obligates one or both parties to keep certain information confidential and not to disclose it to third parties without prior consent. This clause is designed to protect sensitive information such as trade secrets, business strategies, and proprietary data shared during the course of the contractual relationship.
Consequential damages refer to losses that do not flow directly and immediately from an act but rather result indirectly from the act's harmful consequences, such as lost profits or business opportunities. These damages are often excluded in contracts to limit a party's liability for these indirect, and sometimes unforeseeable, damages stemming from breaches or other issues.
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