ContractsCounsel Logo

Governing Law Clause

Get free proposals from vetted lawyers in our marketplace.

No upfront payment required. Pay only if you hire.
Home Contract Clauses Governing Law Clause

Jump to Section

Governing Law Clause Defined

Governing law clauses, also known as choice of law clauses, are used in contracts and agreements and declare the laws that govern the transaction in case a dispute arises. They are standard clauses found in business contracts and transactions.

Here’s a web page that explains governing law clauses.

Governing Law Clause Explained

Governing law clauses ensures that there’s no confusion regarding the applicability of laws to a contract. The party offering the agreement stands to benefit the most since they can require the contract to recognize their local laws.

Purpose of Governing Law Clause

The purpose of governing law clauses gives a contract certainty regarding the laws applied when a legal issue occurs. If one party lives in another state or country, then the governing law clauses ensure that the parties agree upon which codes apply to the agreement.

Governing Law Clause Examples

Examples of governing law clauses include:

  • Example 1. Providing services to a company in another country
  • Example 2. Partnering with businesses out of state
  • Example 3. Including the governing law clause as a matter of form

Governing Law Clause Samples

Sample 1 – Purchase and Sale Contract

Governing Law and Venue.  The laws of the State of North Carolina shall govern the validity, construction, enforcement, and interpretation of this Contract, unless otherwise specified herein except for the conflict of laws provisions thereof.  Subject to Section 13.24, all claims, disputes and other matters in question arising out of or relating to this Contract, or the breach thereof, shall be decided by proceedings instituted and litigated in a court of competent jurisdiction in the state in which the Property is situated, and the parties hereto expressly consent to the venue and jurisdiction of such court.


Security Exchange Commission - Edgar Database, EX-10.42 2 aipl2landmark_ex10z42.htm EXHIBIT 10.42, Viewed May 10, 2021, < >.

Sample 2 – Asset Purchase Agreement

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to applicable principles of conflicts of law. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any federal or state court located within Austin, Texas, 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 Texas for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction and such process.


Security Exchange Commission - Edgar Database, EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT, Viewed May 10, 2021, < >.

Sample 3 – Share Purchase Agreement

Governing Law. This Agreement and all disputes arising out of or in connection with this Agreement shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of New York, U.S.A., without giving effect to conflict of law principles.


Security Exchange Commission - Edgar Database, EX-4.12 3 dex412.htm SHARE PURCHASE AGREEMENT, Viewed May 10, 2021, < >.

Sample 4 – Asset Purchase Agreement

Governing Law. This Agreement and the Ancillary Agreements shall be construed in accordance with and governed by the Law of the State of Delaware, without regard to the conflicts of law rules of such state.


Security Exchange Commission - Edgar Database, EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT, Viewed May 10, 2021, < >.

Sample 5 – Asset Purchase Agreement

Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Delaware without reference to its principles of conflicts of laws.


Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm ASSET PURCHASE AGREEMENT, Viewed May 10, 2021, < >.

Common Contracts with Governing Law Clauses

Common contracts with governing law clauses include:

Any contract is a good candidate for incorporating governing law clauses.

Governing Law Clause FAQs

Governing law clauses are vital to get right. Learn more by checking out the governing law clause FAQs below:

What happens when there is no governing law clause?

If there is no governing law clause, then the court overseeing your case will decide. Fighting the case in the wrong jurisdiction can result in a breach of contract case in civil court with litigation lawyers.

How do we decide the governing law of the contract?

You determine the governing law of the contract through the civil court system or alternative dispute resolution, such as arbitration, a binding solution, or mediation, a non-binding solution. Early neutral evaluation and negotiation can help avoid potential disputes in the future.

Which law should govern a contract?

The laws that govern your contracts should depend upon your business goals. Contract lawyers can help you decide on and negotiate the correct contract law for your situation.

Here’s an article about choosing your governing law clause.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.
Meet some lawyers on our platform

Justin K.

32 projects on CC
View Profile

David B.

7 projects on CC
View Profile

Ted A.

25 projects on CC
View Profile

Daniel R.

93 projects on CC
View Profile

Meet some of our Lawyers

Seth S. on ContractsCounsel
View Seth
5.0 (2)
Member Since:
October 1, 2020

Seth S.

Free Consultation
New York
9 Yrs Experience
Licensed in NY
Touro Law School

I am an attorney admitted in NY, with over 6 years of experience drafting, reviewing and negotiating a wide array of contracts and agreements. I have experience in Sports and Entertainment, Real Estate, Healthcare, Estate Planning and with Startup Companies. I am confident I can assist you with all of your legal needs.

Rishma E. on ContractsCounsel
View Rishma
5.0 (1)
Member Since:
October 1, 2020

Rishma E.

Free Consultation
Miramar, FL
9 Yrs Experience
Licensed in FL
St. Thomas University School of Law

Rishma D. Eckert, Esq. is a business law attorney who primarily represents domestic and international companies and entrepreneurs. A native of both Belize and Guyana, she remains engaged with the Caribbean community in South Florida: as a Board Member and General Counsel for the Belize American Chamber of Commerce of Florida, and Member of the Guyanese American Chamber of Commerce. She holds a Bachelor of Laws degree (LL.B.) from the University of Guyana in South America, a Master’s degree in International and Comparative Law (LL.M.) from Stetson University College of Law in Gulfport, Florida, and earned a Juris Doctor degree (J.D.) from St. Thomas University School of Law in Miami, Florida. Licensed to practice in the State of Florida and the Federal Court in the Southern District of Florida, Mrs. Eckert focuses her passion and practice on domestic and international corporate structuring and incorporation, corporate governance, contract negotiation and drafting, and trademark and copyright registrations.

Maxwell L. on ContractsCounsel
View Maxwell
4.9 (4)
Member Since:
September 24, 2020

Maxwell L.

Lawyer, Owner
Free Consultation
New Berlin, WI
12 Yrs Experience
Licensed in WI
Marquette University Law School (JD)

Firm rated best ADR firm for Wisconsin and won an award for cultural innovation in dispute resolution from acquisition international magazine in 2016 and it was rated "Best of Brookfield" by Best Businesses in 2015. Attorney Maxwell C. Livingston was rated 10 best in Labor & Employment Law by American Institute of Legal Counsel and 40 Under 40 by American Society of Legal Advocates for 2016; he also won 10 Best by American Institute of Family Law Attorneys. He is licensed in Wisconsin in all state and federal courts, and in the 7th Circuit Court of Appeals, wherein he won a landmark decision in McCray v. Wielke.

Bryan B. on ContractsCounsel
View Bryan
4.8 (118)
Member Since:
October 1, 2020

Bryan B.

Free Consultation
Austin, TX
7 Yrs Experience
Licensed in TX
Penn State Law

Experienced attorney and tax analyst with a history of working in the government and private industry. Skilled in Public Speaking, Contract Law, Corporate Governance, and Contract Negotiation. Strong professional graduate from Penn State Law.

Richard E. on ContractsCounsel
View Richard
Member Since:
October 1, 2020

Richard E.

Senior Partner, Attorney
Free Consultation
Dallas-Fort Worth
15 Yrs Experience
Licensed in TX
Juris Doctor – University of LaVerne College of Law

Richard is a wizard at taking on bureaucracies and simply getting the job done. His clients value his straight-forward counsel and his ability to leverage a top-notch legal staff for efficient and effective results. Richard is a professional engineer, professor of law, and has been named among the top 2.5% of attorneys in Texas by the Super Lawyers®. When he is not driving results for his clients, Richard can be found with his small herd on his Texas homestead.

Mark A. on ContractsCounsel
View Mark
Member Since:
October 2, 2020

Mark A.

Free Consultation
Jacksonville, FL
19 Yrs Experience
Licensed in FL
University of Florida

Mark A. Addington focuses his practice primarily on employment litigation, including contractual disputes, restrictive covenants (such as non-competition, non-solicitation, or confidential information restrictions), defense of wage and hour, harassment, retaliatory discharge, disability, age, religion, race, and sex discrimination.

Find the best lawyer for your project

Browse Lawyers Now
CONTRACT lawyers by city

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer


Find lawyers and attorneys by city