ROCKLEY PHOTONICS HOLDINGS LTDFirst Amendment to Office Lease
This First Amendment shall be construed and governed by the laws of the state where the Premises are located.
Clause Library
Governing Law Clause Examples
A contractual provision designating which jurisdiction's laws will apply to interpret and enforce the agreement.
17 examplesSourced from SEC EDGAR
Governing Law Clause Overview
A governing-law clause specifies which jurisdiction's substantive legal rules will be applied to interpret and enforce the contract's terms, essentially the same function as a choice-of-law clause, and the terms are often used interchangeably.
It's especially important when the parties are located in different regions, so both sides have certainty about which legal framework will fill in gaps or resolve ambiguities in the contract's language.
Check that this clause is consistent with any separate jurisdiction or venue clause, which decides where a case is heard. Picking one jurisdiction's law but a different jurisdiction's courts is legitimate and common, but should be a deliberate choice, not an oversight.
Sample Clauses - Governing Law
CALIBER HOME LOANS, INC.Master Repurchase Agreement2020-10-07DEFinance Services
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
TWIN RIVER WORLDWIDE HOLDINGS, INC.Master Video Lottery Terminal Contract2019-01-25DEHotels & Motels
THIS INCREMENTAL AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER STATE'S LAW.
CHIPOTLE MEXICAN GRILL INCLetter Agreement
THIS CONFIDENTIALITY AGREEMENT SHALL BE GOVERNED BY AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES.
SKYWATER TECHNOLOGY, INCCommercial Lease Agreement2021-03-22DESemiconductors & Related Devices
The laws of the State of [State] shall govern the validity, performance and enforcement of this Lease.
AMG PANTHEON PRIVATE EQUITY FUND, LLCAmendment to Transfer Agency and Shareholder Services Agreement2020-05-12DE
Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No. 2.
COMPUCREDIT HOLDINGS CORPLoan and Security Agreement2020-03-30GAPersonal Credit Institutions
This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada as applied to agreements among parties resident therein. Whenever possible, each provision of this Payoff Letter shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Payoff Letter shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Payoff Letter.
VEONEER, INC.Non-Qualified Retirement Savings Plan
The validity of the Plan or any of its provisions shall be determined under and construed according to the laws of the State of Michigan, except to the extent Michigan law is preempted by federal law, including, but not limited to, ERISA. Should any provision of the Plan or any regulations adopted thereunder be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions or regulations unless such invalidity shall render impossible or impractical the functioning or the Plan and, in such case, the appropriate parties shall immediately adopt a new provision or regulation to take the place of the one held illegal or invalid.
FULL HOUSE RESORTS INCQuarterly Financial Report (Form 10-Q)2020-05-13DEHotels & Motels
Arbitration under this provision concerns a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. If the terms of this Section 2 vary from the Administrator's rules, this Section 2 shall control.
FULL HOUSE RESORTS INCQuarterly Financial Report (Form 10-Q)2020-05-13DEHotels & Motels
This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Nevada without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Nevada.
CLAIRES STORES INCRetention Bonus Agreement2017-06-09DERetail-Apparel & Accessory Stores
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as applied to contracts made and performed within the State of Delaware without regard to principles of conflict of laws.
TAHOE RESOURCES INC.Letter of Transmittal and Election Form
This Letter of Transmittal shall be governed by, and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
TIMBERLINE RESOURCES CORPLimited Liability Company Agreement2020-01-10DEGold and Silver Ores
This Agreement, and the rights and liabilities of the Members under this Agreement, shall be governed by and interpreted in accordance with the Laws of the State of Delaware, except for its rules as to conflicts of Laws that would apply the Laws of another state.
RAMACO RESOURCES, INC.Sublease Agreement2016-12-12DESilver Ores
This Sublease shall be construed and enforced in accordance with the substantive laws of the State of West Virginia.
CIRCLE OF WEALTH FUND III LLCMaster Service Agreement2019-06-03IDReal Estate
This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Utah, without regard to its conflicts of laws provisions or the United Nations Convention on the International Sale of Goods.
TACTILE SYSTEMS TECHNOLOGY INCConfidentiality, Assignment of Intellectual Property and Restrictive Covenants Agreement2018-11-05DESurgical & Medical Instruments & Apparatus
All matters relating to the interpretation, construction, application, validity and enforcement of this Agreement will be governed by the laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule, whether of the State of Minnesota or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Minnesota.
SPINEZAssignment Agreement2020-05-20NVSurgical & Medical Instruments & Apparatus
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflicts of law provisions.
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 Governing Law clause?
- A contractual provision designating which jurisdiction's laws will apply to interpret and enforce the agreement.
- When would a contract include the Governing 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 Governing 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.