The Plan and, except to the extent that a Stock Option Agreement or Stock Award Agreement otherwise provides, all Stock Option Agreements and Stock Award Agreements entered into under the Plan shall be governed by and interpreted under the laws of the state of incorporation of Corporation excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the laws of the jurisdiction of incorporation of the Corporation.
Clause Library
Choice of Law Clause Examples
A contractual provision specifying which jurisdiction's laws will govern the interpretation and enforcement of the agreement.
16 examplesSourced from SEC EDGAR
Choice of Law Clause Overview
A choice-of-law clause states which jurisdiction's legal rules will be used to interpret the contract's terms and resolve any ambiguity, distinct from where a dispute is actually heard.
Parties from different regions include it so that, if a dispute arises, both sides know in advance which legal framework will apply to interpreting words like "reasonable efforts" or "material breach," rather than litigating that question itself.
This clause is often paired with, but is conceptually different from, a jurisdiction or venue clause, which decides where a case is filed. Check that both point to a consistent, coordinated combination rather than conflicting locations.
Sample Clauses - Choice of Law
This Agreement will be governed and construed under the laws of the State of Tennessee without regard to the conflict of laws principles of that state.
This Agreement will be governed and construed under the laws of the State of Tennessee without regard to the conflict of laws principles of that state.
This Lease shall be governed and controlled as to validity, enforcement, interpretation, effect and in all other respects by the internal laws of the State of Indiana, without reference to the conflict of laws principals thereof.
The formation, existence, construction, performance, validity of this Agreement shall be governed by the laws of the state of [State] without regard to conflict of laws provisions. For any and all claims or disputes between the Parties that arise out of this Agreement, the parties hereby consent to the jurisdiction of the federal and state courts located in the State of [State].
This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.
This Agreement is to be governed by the internal law, and not the laws of conflicts, of the State of Georgia.
This Agreement will be governed and construed under the laws of the State of Tennessee without regard to the conflict of laws principles of that state.
This Lease shall be governed and controlled as to validity, enforcement, interpretation, effect and in all other respects by the internal laws of the State of Indiana, without reference to the conflict of laws principals thereof.
This Agreement is subject to and governed by the laws of the State of Delaware, U.S.A. without regard to conflict of law principles, as applicable except that any provision in this Agreement that is (i) incorporated in full text or by reference from the Federal Acquisition Regulation (FAR) or (ii) incorporated in full text or by reference from any agency regulation that implements or supplements the FAR or (iii) substantially based on any such FAR provision or agency regulation, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contract appeals, and quasi-judicial agencies of the federal government.
The formation, existence, construction, performance, validity of this Agreement shall be governed by the laws of the state of [State] without regard to conflict of laws provisions. For any and all claims or disputes between the Parties that arise out of this Agreement, the parties hereby consent to the jurisdiction of the federal and state courts located in the State of [State].
The choice of California Law to govern the Lease will be upheld in any action in the courts of Macau. Any judgment given by United States or California courts would be recognized and accepted by the courts in Macau.
This Agreement (and any claims or disputes arising out of or relating hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein or therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by, enforced, and shall be construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.
The law of the State of Delaware will govern all questions concerning the construction, validity and interpretation of the Plan, without regard to that state's conflict of laws rules.
All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California.
The laws of the state of Pennsylvania shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
All clause examples are sourced from publicly available SEC EDGAR filings. These clauses are provided for educational and reference purposes only and do not constitute legal advice. Always consult a qualified attorney before using any clause in your contracts.
Frequently Asked Questions
- What is the Choice of Law clause?
- A contractual provision specifying which jurisdiction's laws will govern the interpretation and enforcement of the agreement.
- When would a contract include the Choice of Law clause?
- Parties typically add a clause like this when the underlying issue is important enough that they want the agreement itself to state a clear, negotiated position, rather than leaving it to interpretation, industry custom, or whatever default rule would otherwise apply. How specific the wording gets usually reflects how much this point mattered in negotiation.
- What should I watch for when reviewing the Choice of Law clause?
- Wording for this type of clause varies a lot between contracts, scope, triggering conditions, exceptions, and any related defined terms are often heavily negotiated. When reviewing one, compare it against your own priorities rather than assuming a standard or "market" version applies, and check how it interacts with other clauses in the same agreement.
- Is this clause legally required, and can I just copy an example into my contract?
- Whether a clause like this is needed, and exactly how it should be worded, depends on the contract, the industry, and the laws that apply to that specific agreement. The examples on this page are for general education and reference, not legal advice, so for a contract you intend to sign, have the specific language reviewed by a qualified lawyer.