ContractsCounsel Logo

Choice of Law Clause

Get free proposals from vetted lawyers in our marketplace.

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

Jump to Section

Choice of Law Clause Defined

Choice of law clauses, also known as governing law clauses, are a provision in contracts determining which laws apply to the adjudication if a question or dispute arises. Choice of law in real estate is critical for sellers and buyers alike. However, it’s essential that parties carefully structure their choice of law clauses to prevent conflict of law situations, making contract adjudication more challenging.

Here is another web page about the definition of choice of law clauses.

Choice of Law Clause Explained

Choice of law clauses are found in almost every contract. However, parties can sometimes use them strategically. For example, a business can set the choice of law in Delaware if they are headquartered in that state, even though they may be conducting business elsewhere in the country.

Choice of Law in Real Estate

Choice of law in real estate is critical for sellers and buyers alike. However, it’s essential that parties carefully structure their choice of law clauses to prevent conflict of law situations, making contract adjudication more challenging.

Learn more about drafting choice of law clauses with this article.

Purpose of a Choice of Law Clause

The purpose of a choice of law clause is to provide a level of certainty about what laws will govern in case there is a dispute or issue in the future. Since parties routinely contract over state or country lines, the choice of law clause makes it clear what jurisdiction’s laws govern the transaction and any potential issues.

Choice of Law Clause Examples

Examples of choice of law clauses include:

  • Example 1: Oil & gas companies when working offshore
  • Example 2: Soccer players living in one country while playing for another
  • Example 3: Hiring employees from another country or out-of-state
  • Example 4: Adopting a child from another country
  • Example 5: Attending school in another country

Choice of Law Clause Samples

Sample 1 - Sales Contract:

The Contract shall be governed by the laws of the State of Delaware, USA, excluding its conflict of laws principles. The parties agree, consent and waive contest to the exclusive jurisdiction and venue of the federal or state courts of New Jersey for all disputes arising out of or relating to this Contract. The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, shall not apply to the Contract. Failure of either party to exercise any right it has under the Contract on one occasion shall not operate or be construed as a waiver by such party of its right to exercise the same right on another occasion or any other rights it has. Any waiver must be in a writing signed by the waiving party. If any provision of the Contract shall be adjudicated to be invalid or unenforceable, it is the parties’ intent that the remaining provisions of the Contract will remain in full force and effect, and the affected provision or portion thereof will be deemed modified so that it is enforceable to the maximum extent permissible to reflect as closely as possible the intentions of the parties as evidenced from the provisions of the Contract. The section headings used herein are intended for convenience of reference only and shall not be considered in interpreting the Contract. Nothing in the Contract shall be construed as creating any direct or beneficial right in or on behalf of any third party.


Security Exchange Commission - Edgar Database, EX-10.29 3 dex1029.htm SALES CONTRACT, Viewed April 5, 2021, < >.

Sample 2 – Purchase and Sale Agreement:



Security Exchange Commission - Edgar Database, EX-10.8 3 dex108.htm PURCHASE AND SALE AGREEMENT, Viewed April 5, 2021, < >.

Sample 3 – Asset Purchase Agreement:

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 April 5, 2021, < >.

Sample 4 – Stock Purchase Agreement:

This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of California as if this Agreement were fully performed and all obligations recited herein were undertaken solely within the State of California without giving effect to any choice or conflict of Law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of California. Any dispute or claims made under this Agreement or any attempt to enforce the terms of this Agreement shall be resolved in San Diego, California pursuant to Section 11.9 of this Agreement.


Security Exchange Commission - Edgar Database, EX-2 2 f10k063013_ex2.htm EXHIBIT 2 STOCK PURCHASE AGREEMENT, Viewed April 5, 2021, < >.

Sample 5 – Employment Contract:

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Employee hereby consents to the subject matter and personal jurisdiction of the Superior Court of Fulton County, Georgia over any action brought by either Party to enforce this Agreement.


Security Exchange Commission - Edgar Database, EX-10.6 3 ubi_ex10z6.htm EMPLOYMENT CONTRACT, Viewed April 5, 2021, < >.

Common Contracts with Choice of Law Clauses

Common contracts with choice of law clauses include:

  • Oil & gas contracts
  • Sports contracts
  • Employment contracts
  • Maritime law contracts
  • International contracts

Choice of Law Clause FAQs

Choice of law clauses impacts your agreement when making decisions, strengthening enforceability, or handling disputes. Check out the choice of law clause FAQs below for details.

What is the difference between choice of law vs. choice of forum?

The difference between choice of law vs. choice of forum lies within how you apply rules. Choice of law determines the governing body under which the contract falls. Choice of forum identifies which courts will preside over contract adjudication proceedings.

For more tips on writing choice of law clauses, check out this article. You can also speak with contract lawyers if you have specific questions.

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

Connie C.

14 projects on CC
View Profile

Daniel R.

93 projects on CC
View Profile

Ted A.

25 projects on CC
View Profile

Michael M.

510 projects on CC
View Profile

Meet some of our Lawyers

Benjamin W. on ContractsCounsel
View Benjamin
5.0 (31)
Member Since:
March 11, 2021

Benjamin W.

Free Consultation
Los Angeles, CA
8 Yrs Experience
Licensed in CA
UCLA School of Law

I am a California-barred attorney specializing in business contracting needs. My areas of expertise include contract law, corporate formation, employment law, including independent contractor compliance, regulatory compliance and licensing, and general corporate law. I truly enjoy getting to know my clients, whether they are big businesses, small start-ups looking to launch, or individuals needing legal guidance. Some of my recent projects include: -drafting business purchase and sale agreements -drafting independent contractor agreements -creating influencer agreements -creating compliance policies and procedures for businesses in highly regulated industries -drafting service contracts -advising on CA legality of hiring gig workers including effects of Prop 22 and AB5 -forming LLCs -drafting terms of service and privacy policies -reviewing employment contracts I received my JD from UCLA School of Law and have been practicing for over five years in this area. I’m an avid reader and writer and believe those skills have served me well in my practice. I also complete continuing education courses regularly to ensure I am up-to-date on best practices for my clients. I pride myself on providing useful and accurate legal advice without complex and confusing jargon. I look forward to learning about your specific needs and helping you to accomplish your goals. Please reach out to learn more about my process and see if we are a good fit!

Rebecca S. on ContractsCounsel
View Rebecca
5.0 (2)
Member Since:
April 6, 2021

Rebecca S.

Free Consultation
San Diego, CA
12 Yrs Experience
Licensed in CA, DC, VA
New England School of Law

I absolutely love helping my clients buy their first home, sell their starters, upgrade to their next big adventure, or transition to their next phase of life. The confidence my clients have going into a transaction and through the whole process is one of the most rewarding aspects of practicing this type of law. My very first class in law school was property law, and let me tell you, this was like nothing I’d ever experienced. I remember vividly cracking open that big red book and staring at the pages not having the faintest idea what I was actually reading. Despite those initial scary moments, I grew to love property law. My obsession with real estate law was solidified when I was working in Virginia at a law firm outside DC. I ran the settlement (escrow) department and learned the ins and outs of transactions and the unique needs of the parties. My husband and I bought our first home in Virginia in 2012 and despite being an attorney, there was so much we didn’t know, especially when it came to our HOA and our mortgage. Our real estate agent was a wonderful resource for finding our home and negotiating some of the key terms, but there was something missing in the process. I’ve spent the last 10 years helping those who were in the same situation we were in better understand the process.

Jeremiah C. on ContractsCounsel
View Jeremiah
4.9 (33)
Member Since:
March 5, 2021

Jeremiah C.

Partner/Attorney at Law
Free Consultation
15 Yrs Experience
Licensed in NV, TX
Thomas Jefferson

Creative, results driven business & technology executive with 24 years of experience (15+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.

Adam B. on ContractsCounsel
View Adam
Member Since:
March 5, 2021

Adam B.

Managing Partner
Free Consultation
San Mateo, California
25 Yrs Experience
Licensed in CA
McGeorge School of Law

Seasoned technology lawyer with 22+ years of experience working with the hottest start-ups through IPO and Fortune 50. My focus is primarily technology transactions with an emphasis on SaaS and Privacy, but I also provide GC services for more active clients.

Ema T. on ContractsCounsel
View Ema
Member Since:
March 12, 2021

Ema T.

Contract and IP Attorney
Free Consultation
New York, NY
5 Yrs Experience
Licensed in NY
Chicago Kent

I am a NY licensed attorney experienced in business contracts, agreements, waivers and more, corporate law, and trademark registration. My office is a sole member Law firm therefore, I Take pride in giving every client my direct attention and focus. I focus on getting the job done fast while maintaining high standards.

David B. on ContractsCounsel
View David
Member Since:
April 1, 2021

David B.

Free Consultation
Trussville, Alabama
27 Yrs Experience
Licensed in AL
Birmingham School of Law

A twenty-five year attorney and certified mediator native to the Birmingham, Alabama area.

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