Governing Law; Arbitration; Jurisdiction Clause Samples
The "Governing Law; Arbitration; Jurisdiction" clause establishes which jurisdiction's laws will apply to the interpretation and enforcement of the contract, and outlines the methods and venues for resolving disputes. Typically, this clause specifies a particular state or country's laws as controlling, and may require that any disagreements be resolved through arbitration rather than litigation, often designating a specific location or arbitration body. By clearly defining the applicable law and dispute resolution process, this clause provides predictability, reduces uncertainty, and helps prevent forum shopping or conflicts over where and how disputes should be settled.
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Governing Law; Arbitration; Jurisdiction. This Agreement and all disputes arising out of or related to this Agreement, whether in contract, tort or otherwise (each, an “Agreement Dispute”), will be governed by and construed in accordance with, the laws of the State of Delaware, without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction. Any Agreement Dispute shall be resolved by binding arbitration in Chicago, Illinois, before one arbitrator independent of the parties (each, an “Arbitration Proceeding”). Such arbitrator shall be selected in accordance with, and the Arbitration Proceeding shall be administered by JAMS pursuant to, the JAMS Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal procedures. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer experienced in commercial and business affairs. All Arbitration Proceedings will be closed to the public and kept confidential, except to the extent necessary to (i) seek an injunction in aid of arbitration, (ii) obtain court confirmation of the judgment of the arbitrator, or (iii) give effect to res judicata and collateral estoppel, in which case, all filings with any court shall be sealed to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the decision of the arbitrator shall be final and binding and not be subject to appeal. If any party to an Arbitration Proceeding fails to abide by a judgment rendered in such Arbitration Proceeding, the other party may seek to enforce such judgment in any court of competent jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE. Notwithstanding anything contained in this Agreement to the contrary, no party shall have the right to institute any proceedings in any court against the other party or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that any party shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction proceeding shall be sought and determined ex...
Governing Law; Arbitration; Jurisdiction. This Agreement shall be ---------------------------------------- enforced, governed and construed in all respects in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. Any dispute arising hereunder shall be resolved by arbitration before the American Arbitration Association in the City of New York, pursuant to the rules of said body then obtaining; provided that any party may seek injunctive or -------- other equitable relief pursuant to the terms hereof and for such purpose, the parties hereto irrevocably submit to the exclusive personal jurisdiction of any state or Federal court located in New York County. The parties irrevocably waive, to the fullest extent permitted by law, any objection to which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
Governing Law; Arbitration; Jurisdiction. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-law provisions that would require application of another choice of law, are excluded. Buyer may elect to bring an action against Seller in any court having jurisdiction over Seller. The arbitration provisions of this Section will be governed by the United States Federal Arbitration Act. At Buyer’s option, exercised by written notice any time before or within 30 days following the service of process in a legal action, any dispute regarding the Material, the Agreement, the validity of the Agreement or any of this T&C, or any other matter between the parties (other than requests for equitable or injunctive relief or specific performance) will be resolved by binding arbitration, conducted in the English language using a single arbitrator. The location and rules of the arbitration will be as stated in the applicable Country Supplement. If such location and/or rules are not identified: (a) the arbitration will be conducted under the commercial arbitration rules of the American Arbitration Association (AAA) and under Rules 26 through 37 of the U.S. Federal Rules of Civil Procedure, in a location agreed by the parties; (b) the arbitrator will be selected from an AAA list using the AAA-recommended selection method. The arbitrator will issue written findings of fact and conclusions of law. Each party will bear equally the costs and expenses of AAA and of the arbitrator, and each party will bear its own costs and expenses – provided, however, (1) that the failure by one party to pay its share of arbitration fees constitutes a waiver of such party’s claim or defense in the arbitration, and (2) that the arbitrator may award attorneys’ fees and costs to the substantially prevailing party. In no event will any party be awarded punitive or exemplary damages, or any other damages not measured by the prevailing party’s actual damages. All arbitration proceedings will be confidential, except to the extent that disclosure is necessary to enforce an arbitration award in a court of competent jurisdiction provided that either party may appeal to an appropriate court, for correction of any clear error of fact or law by the arbitrator (provided that the appealing party must first post an appropriate bond and that, if Buyer prevails in any such action it will be entitled to its attorneys’ fees and costs).
Governing Law; Arbitration; Jurisdiction. (a) This Agreement shall in all respects be governed, enforced and construed according to the internal laws of the State of New Jersey without regard to the principles of the conflict of laws thereof.
(b) Except for equitable relief as specified in paragraphs 8 and 16(f) hereof, any dispute or controversy, of whatever nature, between the Company and the Consultant involving (1) any breach of this Agreement or (2) any other difference or dispute arising out of, related to, under or having any connection with this Agreement, whether such claims sound in contract, tort, or otherwise, at law or in equity, under state or federal law, whether provided by statute or the common law, for damages or any other relief, shall be resolved by binding arbitration pursuant to the Federal Arbitration Act in accordance with the Employment Dispute Resolution Rules then in effect with the American Arbitration Association, The arbitration proceeding shall be conducted in West Berlin, New Jersey. This agreement to arbitrate shall be enforceable in either federal or state court.
(c) The enforcement of the parties agreement to arbitrate and all procedural aspects of the provisions regarding such arbitration, including but not limited to, the construction and interpretation thereof, the issues subject to arbitration (i.e., arbitrability), the scope of the arbitrable issues, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act and shall be decided by the arbitrators. In deciding the substance of any such claims, the arbitrators shall apply the substantive laws of the State of New Jersey (excluding New Jersey choice-of-law principles that might call for the application of some other state's law).
(d) The arbitration may be initiated by any party by providing to the other parties a written notice of arbitration specifying the claims. Within 15 days after the commencement of arbitration, each of the Consultant and the Company shall select one person to act as arbitrator and the two selected arbitrators shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator within such ten day period, the third arbitrator shall be selected by the American Arbitration Association promptly after such ten day period. While the third arbitrator shall be neutral, ...
Governing Law; Arbitration; Jurisdiction. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida applicable to contracts executed and to be wholly performed in the State, without giving effect to the conflicts of law principles thereof.
Governing Law; Arbitration; Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such state.
(b) Any disputes arising under this Agreement, except those arising under Section 7, shall be resolved solely by arbitration in New York, New York in accordance with the Rules of the American Arbitration Association. Any arbitration award shall include a determination as to whether the Company or the Executive shall bear all of the costs of the arbitration, including reasonable attorneys' fees. It is the intention of the Company and the Executive that the party who does not prevail in the arbitration will bear such costs.
(c) The Company and the Executive shall submit solely to the jurisdiction of the Federal Courts or New York State Courts sitting in New York County, New York with respect to any disputes arising under Section 7 or 8 of this Agreement.
Governing Law; Arbitration; Jurisdiction. The T&C shall be governed by and construed in accordance with the laws of the State of Michigan. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. Any action hereunder shall be subject to the exclusive jurisdiction of state and federal courts sitting in Michigan without giving effect to the principles thereof relating to conflicts of law. The arbitration provisions of this Section will be governed by the United States Federal Arbitration Act. At Buyer’s option, exercised by written notice any time before or within 30 days following the service of process in a legal action, any dispute regarding the Supplies, the Order, the validity of the Order or any of these Terms, or any other matter between the parties (other than requests for equitable or injunctive relief or specific performance) will be resolved by binding arbitration, conducted in the English language using a single arbitrator. The location and rules of the arbitration will be as stated in the applicable Country Supplement. If such location and/or rules are not identified: (a) the arbitration will be conducted under the commercial arbitration rules of the American Arbitration Association (AAA) and under Rules 26 through 37 of the U.S. Federal Rules of Civil Procedure, in a location agreed by the parties; (b) if the parties cannot agree on a location within 30 days of either party’s written request for arbitration, the arbitration will be conducted in Auburn Hills, Michigan, USA; and (c) the arbitrator will be selected from an AAA list using the AAA-recommended selection method. The arbitrator will issue written findings of fact and conclusions of law. Each party will bear equally the costs and expenses of AAA and of the arbitrator, and each party will bear its own costs and expenses – provided, however, (1) that the failure by one party to pay its share of arbitration fees constitutes a waiver of such party’s claim or defense in the arbitration, and (2) that the arbitrator may award attorneys’ fees and costs to the substantially prevailing party. In no event will any party be awarded punitive or exemplary damages or any other damages not measured by the prevailing party’s actual damages. All arbitration proceedings shall be confidential, except to the extent that disclosure is necessary to enforce an arbitration award in a court of competent juri...
Governing Law; Arbitration; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall, in accordance with Section 51401 of the New York General Obligations Law, be governed by the internal laws of the State of New York, without giving effect to any choice of law 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. Any dispute between the parties under or related to any Transaction Agreement shall be submitted to confidential arbitration pursuant to the expedited commercial arbitration rules of Pan Pacific Arbitration. The venue of any such arbitration shall be Los Angeles County, California. Each party hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, THAT A COURT HEAR ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
Governing Law; Arbitration; Jurisdiction. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW.
(b) ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE CONCERNING THE SCOPE OF THIS ARBITRATION CLAUSE SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ ENDISPUTE AND ANY SUCCESSOR THEREOF (J.A.M.S.), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.
Governing Law; Arbitration; Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the State of California. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. Any action hereunder brought by Seller will be subject to the exclusive jurisdiction of the appropriate state court in Orange County, California or the U.S. District Court for the Central District of California, as applicable. Buyer may elect to bring an action against Seller in any court having jurisdiction over Seller. The arbitration provisions of this Section will be governed by the United States Federal Arbitration Act. At Buyer's option, exercised by written notice any time before or within 30 days following the service of process in a legal action, any dispute regarding the Material, the Agreement, the validity of the Agreement or any of this T&C, or any other matter between the parties (other than requests for equitable or injunctive relief or specific performance) will be resolved by binding arbitration, conducted in the English language using a single arbitrator. The location and rules of the arbitration will be as stated in the applicable Country Supplement. If such location and/or rules are not identified: (a) the arbitration will be conducted under the commercial arbitration rules of the American Arbitration Association (AAA) and under Rules 26 through 37 of the U.S. Federal Rules of Civil Procedure, in a location agreed by the parties; (b) if the parties cannot agree on a location within 30 days of Buyer's written request for arbitration, the arbitration will be conducted in Orange County, California, USA; and (c) the arbitrator will be selected from an AAA list using the AAA-recommended selection method. The arbitrator will issue written findings of fact and conclusions of law. Each policy will bear equally the costs and expenses of AAA and of the arbitrator, and each party will bear its own costs and expenses - provided, however, (1) that the failure by one party to pay its share of arbitration fees constitutes a waiver of such policy claim or defense in the arbitration, and (2) that the arbitrator may award attorneys' fees and costs to the substantially prevailing party. In no event will any party be awarded punitive or exemplary damages or any other damages not measured by the prevailing party's actual damages. All arbitration proceedi...