xr Trans-Lex.org Law Research Trans-Lex.org Law Research - Docid: 971000 -
Principle

No. XIV.2 - Law applicable to international contracts

(a) A contract shall be governed by the law chosen by the parties. The choice shall be made expressly or clearly demonstrated by the terms of the contract or the circumstances of the case. By their choice the parties can select the law applicable to the whole or to part only of the contract. The parties may at any time agree to subject the contract to a law other than that which previously governed it.

(b) Absent a choice of law by the parties, a contract is governed by the law with which the contract is most closely connected ("centre of gravity test"; "engster Zusammenhang"; "liens les plus étroits").

(c) Contracts are most closely connected with the law of the country where the party required to effect the characteristic performance has its habitual residence, seat or place of business.

(d) Where it is clear from all the circumstances of the case that the contract is manifestly more closely connected with a country other than that indicated in paragraphs (b) or (c), the law of that other country shall apply.

(e) The law applicable to a contract by virtue of this Principle shall govern in particular:

i)

interpretation;

ii)

performance;

iii)

the consequences of a total or partial breach of obligations, including the assessment of damages in so far as it is governed by rules of law;

iv)

the various ways of extinguishing obligations, and prescription and limitation of actions;

v)

the consequences of nullity of the contract.

Commentary
1 The closest connection test in Subsection (a) goes back to the famous German law professor and Prussian minister for legislation, Friedrich Carl von Savigny. In Vol. 8 of his major treatise "System des heutigen Römischen Rechts" published in the 19th century, Savigny argued that it is the task of conflict of laws to determine the "seat" of a legal relationship, i.e. the legal system with which this legal relationship has the closest territorial connection. Today, the closest connection test has a functional instead of a purely territorial meaning. It is reflected, e.g., in Art 4 of the Rome I Regulation of the EU, Sec. 1051 (2) of the German Arbitration Act and Art. 187 (1) of the Swiss arbitration law contained in the Swiss Federal Law on Private International Law.

2 The rule in Subsection (b) is based on the idea that it is not the party who pays but the party who performs in kind - often in a professional context - that provides the characteristic performance within a contractual relationship. It is this performance which determines the type of contract one is dealing with. This relatively easy and straightforward approach provides legal certainty and ensures a uniform approach to the determination of the law applicable to a contractual relationship, no matter before which court or arbitral tribunal the issue is to be decided.

3 This means that, absent an express or implied choice of law by the parties (which always prevails over any objective connection of the contract to a domestic legal system unless the parties' choice of law agreement is invalid), the determination of the law applicable to a contract is based on a typology of contracts:

-

a contract for the sale of goods is governed by the law of the country where the seller has his habitual residence, seat or principal place of business (unless the contract is governed by the UN Sales Convention or CISG, but note Art. 4 CISG for the limited scope of the Convention, issues outside the Convention's scope must be determined under the applicable domestic law!),


-

a contract for the provision of services is governed by the law of the country where the service provider has his habitual residence, seat or principal place of business, a contract of carriage is governed by the law of the country of habitual residence, seat or principal place of business of the carrier,


-

a franchise contract is governed by the law of the country where the franchisee has his habitual residence, seat or principal place of business,


-

a contract for the performance of a certain work (e.g. construction contract) is governed by the law of the country where the contractor has his habitual residence, seat or principal place of business,


-

a consultancy contract is governed by the law of the country where the consultant has his habitual residence, seat or place of business,


-

a distribution contract is governed by the law of the country where the distributor has his habitual residence, seat or principal place of business,


-

a licencing contract is governed by the law of the country where the licencer has his habitual residence, seat or place of business,

 

-

a research and development contract is governed by the law of the country where the researcher/developer has his habitual residence, seat or principal place of business,


-

a contract in banking and finance (e.g. a loan agreement) is governed by the law of the country where the bank has its seat,


-

an employment contract is governed by the law of the country in which or, failing that, from which the employee habitually carries out his work in performance of the contract.


4 A mixed contract which combines elements of a number of the types of contracts listed above is governed by the law of the country where the party that does not pay has his habitual residence, seat of place of business.

5 Where it is clear from all the circumstances of the case that the contract is manifestly more closely connected with a country other than that indicated in para. 3 above, the law of that other country shall apply.

6 If the contract is connected to a number of legal systems but is not most closely connected to either of them, the lex validitatis Principle may provide a way to connect the contract to one of those legal systems.

Please cite as: "Commentary to Trans-Lex Principle , http://www.trans-lex.org/971000"
References
Arbitral Awards
ICC Award No. 2438, Clunet 1976, at 969 et seq.
ICC Award No. 2730, Clunet 1984, at 914 et seq.
ICC Award No. 3742, Clunet 1984, at 910 et seq.
ICC Award No. 4132, YCA 1985, at 49 et seq.
ICC Award No. 4237, YCA 1985, at 52 et seq.
ICC Award No. 4650, YCA 1987, at 111 et seq.
ICC Award No. 4996, Clunet 1986, at 1132 et seq.
ICC Award no. 5713 of 1989, YCA 1990, at 70 et seq.
ICC Award No. 5717, ICC Bull. No. 2, 1990, at 22 et seq.
ICC Award No. 6281 of 1989, YCA 1990, at 96 et seq. (also published in: Clunet 1991, at 1054 et seq.)
ICC Award No. 6500, Clunet 1992, at 1015 et seq.
ICC Award No. 6527 of 1991, YCA 1993, at 44 et seq.
ICC Award No. 6719, Clunet 1994, at 1071 et seq.
Iran-US Claims Tribunal, Harnischfeger Corp. v. MORT, 7 IRAN-U.S. C.T.R. 1984, at 90 et seq.
Court Decisions
BG, Urteil v. 27.02.1945, Schweizerisches Jahrbuch für Internationales Recht, 1948, p. 112 et seq.
BGE 78 II 190 et seq.
Doctrine
Arnaldez, Jean-Jacques, note to ICC Award No. 6719, Clunet 1994, at 1078 et seq.
Berger, Klaus Peter, International Economic Arbitration, Deventer, Boston 1993
Crook, John R., Applicable Law In International Commercial Arbitration: The Iran-US-Claims Tribunal Experience, 83 AJIL 1989, at 278 et seq.
Derains, Yves, note to ICC Award No. 2438, Clunet 1976, at 971 et seq.
Derains, Yves, note to ICC Award No. 2730, Clunet 1984, at 918 et seq.
Derains, Yves, note to ICC Award No. 3742, Clunet 1984, at 912 et seq.
Derains, Yves, note to ICC Award No. 4996, Clunet 1986, at 1134 et seq.
Schnitzer, Adolf, Handbuch des Internationalen Privatrechts - einschließlich Prozesßrecht, unter besonderer Berücksichtigung der Schweizerischen Gesetzgebung und Rechtsprechung (1957, 1958), Vol. I & II
von Savigny, Friedrich Carl, System des heutigen Römischen Rechts, Berlin 1849
International Legislation
Règles sur la détermination de la loi qui doit régir les obligations contractuelles à titre de droit supplétif, Institut de Droit International (1908)
Rome Convention on the Law Applicable to Contractual Relations of October 9, 1980, OJ EU, No. L 266
Rome I Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 - on the law applicable to contractual obligations
National Legislation
Afghanistan Civil Code, Official journal from the Republic of Afghanistan, vol.19 (January 5, 1977) no. 353
Algerian Civil Code , order No. 75-58 of September the 26th 1975
Angolan Codigo Civil, Decreto-Lei No 47344, 25.11.1966
Civil Code Québec
Code des Obligations et des Contrats, 14.9.1989, J.O. de la République islamique de Mauretanie No. 739, 25.10.1989
Congolan Law No. 5/1985, Official Journal No. 158 of December 29th, 1985
Contract Law of the People's Republic of China
Egyptian Civil Code
Gabun Code Civil, Loi No 15/72 du 29.7.1972
German EGBGB
Guatemalan Ley del Organismo Judicial, Decreto 2-89, 18.3.1989
IPRG - Swiss International Private Law (Swiss PIL)
Iraqi Civil Code, Official journal no. 3015 from September 8th, 1951
Japan Horei - Applicability of Law Act
Jordan Civil Code from 1st January 1977, Law No. 43/1976 of May 23rd, 1976
Kuwaiti law regulating the legal relationships with foreign elements, act No.5/1961, Official Journal, appendix No. 316 of the 27th Februrary 1961.
Libyan Civil Code, Official Journal from February 13, 1954
Moroccan Dahir sur la condition civile des Français et des étrangers dans le Protectorat Français du Maroc, Dahir du 12.8.1913 (9e Ramadan 1331), Bulletin Officiel 1913, 77.
Somalian Civil Code, Legge N. 37 del 2 Giugno 1973, Bollettino Ufficiale della Repubblica Democratica Somalia, 2.7.73, N.6.
Sudanian Civil Code from May 24th, 1971, changed by supplement of the Democratic Republic Sudan‘s special legislation of the J.O. No. 1340 the February 16th, 1984.
Syrian Civil Code, Decret Legislativ No. 84 du 18 Mai 1949
United Arab Emirates Law No. 5/1985, Official Journal No. 158 of December 29th, 1985
Yemenite Civil Code, Law No. 19/1992 of 29.03.1992; Official journal No. 6 of 31.03.1992
Contract Clauses
1. Contractual Choice of Applicable Law
Employment Contract
Governing Law; Consent to Personal Jurisdiction
This Agreement will be governed by the laws of the State of Arizona without giving effect to any choice of law rules or principles that may result in the application of the laws of any jurisdiction other than Arizona. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Arizona for any lawsuit filed against me by the Company.
Governing Law; Consent to Personal Jurisdiction
This Agreement will be governed by the laws of the State of California. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in California for any lawsuit filed there against me by the Company arising from or relating to this Agreement.
Governing Law
The Plan shall be construed, regulated and administered according to the laws of Virginia except in those areas preempted by the laws of the United States of America.
1996
Governing Law
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts except to the extent such laws are superseded by Section 514 of ERISA.
1999
Missouri Law Controls
Subject to the applicable provisions of the ERISA of 1974 which provide to the contrary, this Plan shall be administered, construed and enforced according to the laws of the State of Missouri (other than choice of law) and in Courts situated in that State.
2000
Jurisdiction
The Plan and the Trust shall be construed, regulated and administered under ERISA and other applicable federal laws and, where not otherwise preempted, by the laws of the State of Pennsylvania.
2000
Governing Law; Consent to Personal Jurisdiction
This Agreement will be governed by the laws of the State of Minnesota. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Minnesota for any lawsuit filed there against me by the Company arising from or relating to this Agreement.
2005

This Agreement and each of its provisions shall be construed and their validity determined by the laws of the State of Texas and applicable Federal law to the extent Federal statute supersedes Texas law.
2007
Sales & Purchase Contract
Governing Law
The contract shall be governed as to all matters, including validity, construction and performance by and under the Laws of Korea.

(...) this MOU and any matters related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of California and the United States of America, without regard to the conflicts of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Governing Law/Venue
All disputes shall be settled in accordance with the provisions of this Contract and all other agreements regarding its performance; otherwise in accordance with the substantive law in force in United Kingdom without reference to other laws. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 shall be excluded.
Excluding Forum or Choice of Law
This Agreement shall be governed by and construed in accordance with the law of the State of New-York without giving effect to any conflict of laws principles of such State / This Agreement shall be governed by and construed in accordance with German law without giving effect to any conflict of laws principles of Germany - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.12 - S. 70).
Dispute Resolution Clause
(...) All proceedings will be conducted in the English language applying the law governing this contract with the location of the arbitration in London, England, or such other location as the Parties mutually agree. The Parties hereby agree to exclude any right of application or appeal to the English courts in connection with any question of law arising in the course of reference out to the award (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.17 A - S. 86).
Purchase for Customized Goods
Option 1: (a) This Contract and any matter arising out of or related to this Contract shall be governed by the laws of (...) The provisions of the United Nations Convention on Contracts for International Sale of Goods shall not apply to this Contract / Option 2: (a) The applicable law is the United Nations Convention on Contracts for International Sale of Goods. In areas not covered under the United Nations Convention on Contracts for International Sale of Goods, then the Contract shall be governed by the laws of (...) that relate to those areas. (b) Seller, in the performance of this Contract, agrees to comply at all times with all applicable laws. Seller shall at its own expense procure all licenses consents, registrations and permits necessary to perform this Contract and furnish the goods and shall ensure that all such permissions are valid and subsisting and that all conditions (whether express or implied) are at all times complied with - (International Contracting: Law and Practice - Larry A. DiMatteo - §6.05 A - S. 203).
Construction of Terms and Venue
The foregoing terms and conditions shall be construed according to the laws of the State of Florida. Unless otherwise consented to in writing by the Company, no legal proceeding against the Company may be instituted by the Purchaser, its assigns or subrogee except in the city of Miami, Florida - (International Contracting: Law and Practice - Larry A. DiMatteo - §7.12 - S. 252).
Construction and Venue
It is agreed and understood that this Agreement is made in accordance with and shall be interpreted under the laws of the State of Washington. If any action or other proceeding be brought on or in connection with this Agreement, the venue of said action or other proceeding shall be in King County, Washington.
1995
Miscellaneous
The applicable law of this Agreement is the laws of the People's Republic of China.
1997
Applicable Law
All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement will be governed by the laws of the State of California.
1997
Governing Law
This Purchase Contract shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of laws in the State of California.
1998
Applicable Law
The Contract shall be governed in accordance with the laws of the State of Nebraska except for such laws concerning the application of the laws of another jurisdiction.
2000
Successors; Governing Law
(...) This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
2002
Governing Law
This Agreement shall in all respects, including matters of construction, validity and performance, be governed by and be construed in accordance with the laws of the State of Ohio.
2002
Governing Law
This Assignment will be governed by the internal law, and not the law of conflicts, of the State of Illinois.
2003
Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Merchant hereby submits to the jurisdiction of any New York state or federal court sitting in the Borough of Manhattan of The City of New York or any Georgia state or federal court sitting in Cobb County. Merchant hereby waives any claim that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions of which this Agreement is a part may not be enforced in or by any of the above-named courts.
2004
Applicable Law
This Agreement shall be governed by the laws of the State of North Carolina.
2004
Governing Law
This bond purchase agreement shall be governed by and construed in accordance with the laws of the state of New Mexico applicable to contracts made and performed in such state.
2005
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of New Mexico applicable to agreements made and to be performed in the State of New Mexico, without regard or effect given to conflict of laws or rules which would require the application of any other jurisdiction.
2005
Governing Law
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Colorado and the parties hereto submit to the jurisdiction of the courts of the State of Colorado in the event any action or dispute arising here from.
2006
Governing Law
This Agreement shall be governed and interpreted in accordance with the laws of the State of California without regard to principles of conflict of laws (...)
2006
Governing Law
This Agreement will, in all respects, be subject to, construed and enforced in accordance with the laws of the State of Kansas, without regard to principles of conflict of laws. The Parties do hereby irrevocably submit and attorn to the jurisdiction of federal and state courts in the State of Kansas for all other matters arising out of or in connection with this Agreement (...)
2007
Governing Law
The construction, interpretation and other matters arising out of or in connection with this Agreement (whether arising in contract, tort, equity or otherwise) shall in all respects be governed by and construed (a) to the extent applicable, in accordance with the Bankruptcy Code, and (b) to the extent the Bankruptcy Code is not applicable, in accordance with the Laws of the State of New-York, without giving effect to rules governing the conflict of laws (...) each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Bankruptcy Court for any litigation arising out of or in connection with this Agreement and the transactions contemplated hereby (...)
2009
Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware.
2009
Choice of Law
This Agreement shall be governed and construed in accordance with the internal law (and not the law of conflicts) of the State of Ohio.
2009
Governing Law
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.
2009
Governing Law; Jurisdiction; Venue or Inconvenient Forum
This Agreement, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, United States federal law and not the law of any State. To the extent that a court looks to the laws of any State to determine or define the United States federal law, it is the intention of the parties hereto that such court shall look only to the laws of the State of New York without regard to the rules of conflicts of laws. The Series C Preferred Stock shall be governed as set forth in the terms thereof. The parties agree that the United States District Court for the Southern District of New York shall have exclusive jurisdiction over any claims arising under this Agreement, including claims for enforcement of the Agreement. Each party hereby waives, to the extent permitted by applicable law, any objection to venue or any defense of inconvenient forum or any personal or subject matter jurisdictional defense in connection with such proceedings in such court.
2009
Applicable Laws
The execution, effectiveness, interpretation, implementation and disputes settlement of this Agreement is in accordance with the laws of the People's Republic of China. If special situation which is not included in the above-mentioned law occurs, the Parties shall refer to the international commercial practices.
2010
Applicable Law and Dispute Resolution
The execution, validity, interpretation and performance of this Contract and the resolution of any dispute arising from or in relation to this Contract shall be governed by the laws of PRC.
2010
Governing Law
This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed in such state without giving effect to the choice of law principles of such state that would require or permit the application of the Laws of another jurisdiction, and also in accordance with U.S. federal law to the extent applicable.
2010
Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany, without regard to principles of conflicts of laws.
2010
Governing Law; Dispute Resolution
This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. Any litigation related to this Agreement will be brought in the state or federal courts located in the county of the principal place of business, as reflected first above, of the defending Party, and the Parties hereby irrevocably consent to the personal jurisdiction of such courts for such purpose, all without waiving any right to remove to federal court in the same county. No Party will make a motion to dismiss or transfer any case filed in accordance with this subsection on the basis of improper venue, personal jurisdiction, or for the convenience of any Party or witness. If a Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the substantially prevailing Party will be entitled to recover its reasonable attorneys' fees, costs, and other expenses.
2010
Governing Law
This Agreement shall be governed by, interpreted, construed, and enforced in accordance with the laws of the State of New York without regard to the principles of conflicts of law thereof.
2010
Disputes
This Agreement shall be governed by, interpreted, construed, and enforced in accordance with the laws of the State of New York without regard to the principles of conflicts of law thereof (...)
2010
Governing Law
This Agreement and all matters arising out of or relating thereto in any way whatsoever (whether in contract, tort or otherwise) shall be governed by, and construed in accordance with, the laws of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.
2010
Governing Law
All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the Cayman Islands, without giving effect to any choice or conflict of law provision or rule.
2010

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or void in any jurisdiction to be unenforceable or void in any jurisdiction, the other provisions of this Agreement shall remain in full force and effect under applicable law and shall be construed in order to effectuate the purpose and intent of this Agreement. Any action brought by any party hereto shall be brought within the State of New Jersey.
2011
Governing Law
This agreement shall be governed by and construe and interpreted in accordance with the laws of the State of New York applicable to contracts performed entirely within that state, irrespective of the choice of laws principles of the state of New York, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.
2011
Governing Law and Venue
This Agreement is executed pursuant to and shall be interpreted and governed for all purposes under the laws of the State of California. Any cause of action brought to enforce any provision of this Agreement shall be brought in Orange County, California. If any provision of this Agreement is declared void, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect (...)
2011
Interpretation and Law
This agreement will be governed by and construed and the performance thereof will be determined in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction. Each of the Seller and the Buyer hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the state of New York, Borough of Manhattan, and of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto. To the extent that either the Buyer or the Seller has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, and whether under the United States Foreign Sovereign Immunities Act of 1976 (or any successor legislation) or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce or collect upon this Agreement, including, without limitation, immunity from suit or service of process, immunity from jurisdiction or judgment of any court or tribunal or execution of a judgment, or immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, it hereby irrevocably and expressly waives any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere (...)
2011
Governing Law
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by and construed under the laws of the State of Washington as applied to agreements among Washington residents entered into and to be performed entirely within Washington, without giving effect to principles of conflicts of laws.
2011
Governing Law
The internal laws, and not the laws of conflicts (other than Section X of the General Obligations Law and any successor provision thereto), of the State of New York shall govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties hereunder.
2012
Choice of Law
This Security Agreement shall be governed by, and construed in accordance with, the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks.
2012
Governing Law
The internal laws, and not the laws of conflicts (other than Section 5-1401 of the General Obligations Law and any successor provision thereto), of the State of New York shall govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties hereunder.
2012
Governing Law
This Agreement shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
2012
Governing Law
This Letter Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.
2013
Governing Law
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to choice of law principles thereof that would cause the application of the laws of any other jurisdiction.
2013
Governing Law
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
2013
Governing Law and Venue
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents will be governed by and construed and enforced in accordance with the internal procedural and substantive laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the construction, validity, enforcement and interpretation of this Agreement or any other Transaction Document (whether brought against a party to this Agreement or its respective Affiliates, directors, officers, stockholders, employees or agents) will be solely and exclusively subject to the jurisdiction (a) in the United States District Court for the State of Delaware and (b) in a state court of the State of Delaware located in the County of Wilmington. Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the foregoing courts for the adjudication of any dispute arising in connection with this Agreement or any other Transaction Document and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will constitute good and sufficient service of process and notice thereof. Nothing contained herein will be deemed to limit in any way any right to serve process in any other manner permitted by law.
2014
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New-York without regard to the principles of conflicts of law thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the County of New York, in the State of New York over any suit, action or proceeding arising out of or relating to this Agreement or the affairs of the Company. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
2014
Services Contract
Applicable Law
This Agreement shall be governed by and construed in accordance with the substantive laws of {X} - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.06 - S. 286).
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of (...), without reference to principles of conflict of laws - (International Contracting: Law and Practice - Larry A. DiMatteo - §9.02 - S. 328).

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario in any dispute arising hereunder or related hereto shall be adjudicated upon by the courts of the Province of Ontario and the parties for such purpose hereby attom to the jurisdiction of such courts.
2002
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America, as applied to agreements among California residents entered into and wholly to be performed within the State of California (without reference to any choice or conflicts of laws rules or principles that would require the application of the laws of any other jurisdiction and without regard to the United Nations Convention on Contracts for the International Sale of Goods).
2003
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles.
2005
Governing Law; Terms
This Agreement shall be governed by and construed in accordance with the laws of the State of New York (including for such purpose Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), without regard to conflicts of law rules that would result in a different governing law. Unless otherwise defined herein, terms defined in Articles 8 and 9 of the UCC are used herein as therein defined. The parties agree that New York is the "securities intermediary's jurisdiction" for all purposes hereof and of Articles 8 and 9 of the UCC.
2005
Substantive Law
This Agreement shall be governed by and construed in accordance with the substantive law in force in the Federal Republic of Germany without regard to its conflict of law rules. The United Nations Convention on Contracts fort he International Sale of Goods of April 11, 1980 shall not apply.
2006
Applicable Laws and Dispute Resolution
The construction, execution, implementation, and interpretation of this agreement and resolution of disputes are subject to the applicable Chinese laws.
2006
Governing Law
This Agreement is to be construed in accordance with and governed by the internal laws of the State of New-York, without regard to conflicts of law principles thereof.
2009
Governing Law
This agreement and all matters arising out of or relating thereto in any way whatsoever (whether in contract, tort or otherwise) and the rights and obligations of the parties under this agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New-York.
2010
Accounts Receivable Agreement
Jurisdiction
This Agreement, any notes issued hereunder, the rights of the parties hereunder to and concerning the Collateral, and any documents, instruments or agreements mentioned or referred to herein shall be governed by and construed according to the laws of the State of California, to the jurisdiction of whose courts the parties hereby submit.
1996
Choice of Law
This Agreement shall be governed by, and construes in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law (...)
2003
Construction & O&M Contract
Governing Law and Arbitration
The Contract shall be governed by and construed in accordance with the Dutch laws (...)
1997
Applicable Law
The Contract shall be governed by the law of the country or other jurisdiction specified in the Contract, or, if not specified, the country or jurisdiction of the Contractor.
2001
Non-Disclosure Agreement
Agreement to share information
This Agreement shall be governed in all respects by the laws of {X} - (International Contracting: Law and Practice - Larry A. DiMatteo - §12.04 - S. 405).
Loan Contract
Miscellaneous
(...) This Term Sheet, and any dispute arising hereunder, shall be governed by California law, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than California (...)
Governing Law; Jurisdiction
This Bridge Note and all actions arising out of or in connection with this Bridge Note shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflict of laws provisions of the State of California, or of any other state. Any action or proceeding relating in any way to this Bridge Note or the other Transaction Documents may be brought and enforced in the courts of the State of California or of the United States for the Northern District of California (...)
2002
Applicable Law and Dispute Resolution
This Agreement and the other Loan Documents shall be construed in accordance with and governed by the laws of the State of New York.
2008
Governing Law
This Note, and every other agreement entered into or document signed in connection with this Note, shall be governed by and construed in accordance with the laws of the State of California.
2010
Governing Law
he internal laws of the State of Delaware (without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any other jurisdiction) will govern all matters arising out of or relating to this Note and all of the transactions it contemplates, including its validity, interpretation, construction, performance and enforcement and any disputes or controversies arising therefrom.
2010
Choice of Law, Venue and Jury Trial Waiver
Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court (...)
2011
Choice of Law, Venue and Jury Trial Waiver
California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court (...)
2011
Governing Law, Venue
The terms of this Note shall be construed in accordance with the laws of the State of New Jersey, as applied to contracts entered into by New Jersey residents within the State of New Jersey, and to be performed entirely within the State of New Jersey. Any action brought by any party hereto shall be brought within the State of New Jersey.
2011
Choice of Law
New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in New York, New York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court (...)
2012
Governing Law; Jurisdiction
The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction (...)
2012
Governing Law
The Lender's loan production office for this transaction is located at the address and in the State (the "LPO State") indicated in the LPO address or the loan production office address on the first page of this document. This document will be governed by and interpreted in accordance with federal law and the laws of the LPO State, except for matters related to interest and the exportation of interest, which matters shall be governed by and interpreted in accordance with federal law (including, but not limited to, statutes, regulations, interpretations and opinions) and the laws of the State of Ohio. However, if there is ever a question about whether any provision of this document is valid or enforceable, the provision that is questioned will be governed by whichever state or federal law would find the provision to be valid and enforceable. The loan transaction which is evidenced by this document has been made in the State of Ohio.
2012
Miscellaneous
This Agreement and the other loan documents are governed by, and shall be construed in accordance with, the laws of the State of New York. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the United States district court and each state court in the city of New-York and any appellate court from any thereof, in any action or proceeding arising out of or relating to any of the loan documents or the transactions contemplated thereby, or for recognition or enforcement of any judgment (...) the Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
2013
Arbitration Agreement
Governing Law
This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of California.
2003
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard or reference to the rules of conflicts of law that would require the application of the laws of any other jurisdiction.
2004
Bankruptcy Agreement
Choice of Law
This Agreement shall be interpreted, enforced and governed by and under the laws of the State of California, as California's laws are applied to contracts executed in California, by persons and concerning transactions solely within California.
2005
Governing Law
Except to the extent that the Bankruptcy Code, the Bankruptcy Rules or other federal law is applicable, or to the extent a schedule or exhibit hereto or instrument, agreement or other document executed under the Plan provides otherwise, this Plan, the rights, duties and obligations arising under this Plan, and any claim or controversy directly or indirectly based upon or arising out of this Plan or the transactions contemplated by this Plan (whether based on contract, tort, or any other theory), including all matters of construction, validity and performance, shall be governed by and interpreted, construed and determined in accordance with, the internal laws of the State of New York (without regard to any conflicts of law provision that would require the application of the law of any other jurisdiction).
2011
Asset Transfer Agreement
Governing Law
This Agreement shall be governed by the PRC law. Where PRC law is silent on a particular matter relating to this Agreement, reference shall be made to international commercial practice.
2009
Asset Management Agreement
Governing Law
This agreement and its interpretation, validity and performance shall by governed by the laws of the State of Texas. In the event any court of law of appropriate judicial authority shall hold or declare that the law of another jurisdiction is applicable, this agreement shall remain enforceable under the laws of the appropriate jurisdiction. The parties hereto agree that venue for any action in connection herewith shall be proper in Dallas County, Texas. Each party hereto consents to the jurisdiction of any local state or federal court situated in any of such locations and waives any objection which it may have pertaining to improper venue or forum non conveniens to the conduct of any proceeding in any such court.
2003
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State.
2008
Merger Agreement
Governing Law
(...) this Agreement and any legal proceeding (whether at law, in contract or in tort) that may be directly or indirectly based upon, relating to arising out of this agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereof or thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under application principles of conflicts of laws thereof.
2013
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to such state's principles of conflicts of law. Subject to the terms of Section X hereof, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, in the case of a federal claim as to which federal courts have exclusive jurisdiction, the Federal Court of the United States of America) in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Subject to the terms of Section X hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.
2013
Novation Agreement
Miscellaneous
This Agreement shall be subject to, governed by and construed in accordance with the laws of Hong Kong, the Special Administrative Region of the People's Republic of China ("Hong Kong") and the parties hereby irrevocably agrees to submit to the non-exclusive jurisdiction of the courts in Hong-Kong.
2003
Governing Law and Jurisdiction
This Novation Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
2008
Governing Law
This Agreement is entered into in and shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without respect to any choice of law provisions or statutes.
2008
Pledge Agreement
Applicable Law and Dispute Resolution
The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the PRC.
2010
Joint Venture

All activities of the Joint Venture shall be governed by the laws, regulations and rules of the People's Republic of China.
2005
Applicable Law
The formation, validity, interpretation, execution and settlement of disputes in respect to this Amended and Restated Agreement shall be governed by the relevant laws of the People's Republic of China.
2005
Governing Law
The employment, dismissal and resignation of the staff and workers of the Company and their wages, welfare, labour protection, labour discipline and/or other matters will be governed by the Provisions of the People's Republic of China for Labour Management in Chinese-Foreign Joint Ventures and its implementing regulations.
2005
Applicable Law
The validity, interpretation and implementation of these Articles of Association shall be governed by the laws of the People's Republic of China which are published and publicly available, but in the event that there is no published and publicly available law in China governing a particular matter relating to these Articles of Association, reference shall be made to general international commercial practices.
2005
Choice of Law
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.
2005
Laws Applicable
The signing, validity, explanation and implementation of this contract should be governed by the Laws of the People’s Republic of China.
2006
Applicable Law
The formation, validity, interpretation, execution and settlement of disputes in respect to this Contract shall be governed by the relevant laws of the People's Republic of China.
2006
Governing Law and Choice of Forum
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law principles. In the event of any litigation between the Parties concerning or arising out of this Agreement, the Parties hereby consent to the exclusive jurisdiction of the federal and state courts in Delaware.
2007
Choice of Law
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.
2007
Applicable Law; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties consent to the exclusive jurisdiction of the United States District Court for the District of New York in connection with any civil action concerning any controversy, dispute or claim arising out of or relating to this Agreement, or any other agreement contemplated by, or otherwise with respect to, this Agreement or the breach hereof, unless such court would not have subject matter jurisdiction thereof, in which event the parties consent to the jurisdiction of the state courts of the State of New York. The parties hereby waive and agree not to assert in any litigation concerning this Agreement the doctrine of forum non-conveniens.
2008
Establishment of the Joint Venture
All activities of the Joint Venture shall be governed by the laws, regulations and rules of the People's Republic of China.
2006
Lease Contract
Liabilities for Breach of Agreement
This Contract shall be governed by the applicable laws of the jurisdiction where the Premises are located. Any dispute arising from the performance of this Contract shall be settled by both Parties through negotiation; in case no settlement can be reached, either party may file an action before the competent people's court where the Premises are located.
2009

The validity, construction and performance of this Lease (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the law of England and Wales. Each party to this Lease irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Lease or its enforceability or the legal relationships established by this Lease. Each such party irrevocably waives any objection which it may have no worhere after to proceedings being brought in the courts of England and Wales and any claim that proceedings have been brought in an inconvenient forum. Each such party further irrevocably agrees that a judgement in any proceedings brought in the courts of England and Wales will be conclusive and binding upon each such party and may be enforced in the courts of any other jurisdiction.
2010
Miscellaneous
The formation, validity, interpretation, performance, modification and termination of this Contract shall be governed by the laws of the People's Republic of China.
2010
Governing law
This Agreement shall be governed by and construed in accordance with English law.
2010
A project of CENTRAL, University of Cologne.