Standard Clause Pack
This document provides a suite of governing law and dispute resolution clauses for use in commercial agreements involving cross-border trade, trade facilitation, supply, distribution, advisory, and agency arrangements. Select the clause or combination of clauses appropriate to the jurisdiction, parties, and nature of the transaction. Instructions for use are provided with each variant.
PART A — GOVERNING LAW CLAUSES
A1. Simple Governing Law (Single Jurisdiction)
This Agreement shall be governed by and construed in accordance with the laws of _____________________________________________, without regard to its conflict of laws principles.
A2. Governing Law with Carve-Out for Mandatory Local Law
This Agreement shall be governed by and construed in accordance with the laws of _____________________________________________. Where mandatory provisions of the law of _____________________________________________ (the "Local Jurisdiction") apply to any aspect of this Agreement, such provisions shall apply to that aspect notwithstanding the choice of governing law.
A3. EU-Compliant Governing Law (Rome I / Rome II Reference)
This Agreement shall be governed by the laws of _____________________________________________ in accordance with Regulation (EC) No 593/2008 of the European Parliament and of the Council (Rome I). The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
A4. Exclusion of CISG
The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) is expressly excluded from application to this Agreement.
PART B — DISPUTE RESOLUTION CLAUSES
B1. Negotiation and Escalation (Pre-Arbitration)
The Parties shall attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiation between senior representatives of both Parties for a period of thirty (30) days from the date on which one Party notifies the other of the dispute in writing (the "Negotiation Period"). If the dispute is not resolved within the Negotiation Period, either Party may refer the dispute to the dispute resolution procedure set out in [B2 / B3 / B4] below.
B2. ICC Arbitration
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC). The number of arbitrators shall be _____________ (one / three). The seat of arbitration shall be _____________________________________________. The language of the arbitral proceedings shall be English. The award shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction.
B3. LCIA Arbitration
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules (as amended from time to time). The number of arbitrators shall be _____________ (one / three). The seat of arbitration shall be _____________________________________________. The language of the arbitral proceedings shall be English.
B4. UNCITRAL Arbitration (Ad Hoc)
Any dispute arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules in effect at the time of the commencement of the arbitration. The appointing authority shall be _____________________________________________. The seat of arbitration shall be _____________________________________________. The number of arbitrators shall be _______________ (one / three). The language of the proceedings shall be English.
B5. Singapore International Arbitration Centre (SIAC)
Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force. The seat of the arbitration shall be Singapore. The Tribunal shall consist of _____________ arbitrator(s). The language of the arbitration shall be English.
B6. Court Jurisdiction (Non-Arbitration)
Each Party irrevocably submits to the exclusive jurisdiction of the courts of _____________________________________________ in respect of any dispute arising out of or in connection with this Agreement. Nothing in this clause shall prevent either Party from seeking urgent interim or injunctive relief in any court of competent jurisdiction.
B7. Non-Exclusive Jurisdiction (Alternative)
Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of _____________________________________________ in respect of any dispute arising out of or in connection with this Agreement. Each Party waives any objection to the venue of proceedings in such courts on grounds of inconvenience or otherwise.
PART C — COMBINED CLAUSES FOR CROSS-BORDER TRADE
C1. Full Clause — Governing Law + Negotiation + ICC Arbitration + Interim Relief
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of _____________________________________________, without regard to its conflict of laws principles. The CISG is excluded.
Negotiation. The Parties shall attempt to resolve any dispute through good-faith negotiation between senior representatives for thirty (30) days from written notification of the dispute.
Arbitration. Any dispute not resolved under clause [2] shall be referred to and finally resolved by arbitration under the ICC Rules. The seat of arbitration shall be _____________________________________________. The number of arbitrators shall be _______________ (one / three). The language shall be English. The award shall be binding and enforceable in any jurisdiction.
Interim Relief. Nothing in this clause shall prevent either Party from seeking urgent interim injunctive or other equitable relief from any court of competent jurisdiction, whether before or during arbitration proceedings.
Confidentiality of Proceedings. The Parties agree that all arbitral proceedings, including any award, shall be kept confidential, save to the extent required by applicable law or for the enforcement of an award.
C2. Full Clause — India-EU Specific (Recommended for India-EU transactions)
Governing Law. This Agreement shall be governed by the laws of _____________________________________________ (select: England and Wales / Republic of India / Republic of Singapore / other), without regard to its conflict of laws principles. The CISG is excluded.
Negotiation. Senior representatives of the Parties shall meet (in person or by video conference) within fifteen (15) business days of either Party's written request to attempt to resolve any dispute in good faith. If the dispute is not resolved within thirty (30) days of the written request, either Party may initiate arbitration.
Arbitration. Any unresolved dispute shall be finally settled by arbitration under the ICC Rules (alternatively: SIAC / LCIA / UNCITRAL). The seat shall be _____________________________________________ (select: London / Singapore / Paris / other). The number of arbitrators shall be one (1), unless the amount in dispute exceeds _____________, in which case it shall be three (3). The language shall be English.
Enforcement. The award shall be final, binding, and enforceable under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958, to which both Parties' jurisdictions are signatories.
Interim Relief. Either Party may apply to any court of competent jurisdiction for urgent injunctive or other interim relief, without waiving the right to arbitration.
PART D — SUPPLEMENTARY PROVISIONS
D1. Waiver of Sovereign Immunity
Each Party irrevocably waives, to the fullest extent permitted by applicable law, any claim to immunity from jurisdiction, attachment, execution, or enforcement of any arbitral award or court judgment arising out of or in connection with this Agreement.
D2. Language of Agreement
This Agreement has been drawn up in the English language. In the event of any inconsistency between the English version and any translation of this Agreement, the English version shall prevail.
D3. Service of Process
Each Party agrees that service of any claim form, notice, or other document for the purpose of any proceedings in connection with this Agreement may be made by delivering it to the address of that Party set out in this Agreement or as otherwise notified by that Party in writing. Service shall be deemed completed _____ business days after delivery.
D4. Third-Party Rights
Save as expressly provided in this Agreement, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 (or equivalent legislation) to enforce any term of this Agreement.
D5. Costs of Dispute Resolution
Unless the arbitral tribunal or court otherwise orders, each Party shall bear its own legal costs in connection with any dispute resolution proceedings. The costs of the arbitral tribunal shall be borne as determined by the tribunal in its award.
USAGE NOTES
For India-EU bilateral trade transactions: Clause C2 is recommended, with governing law of England and Wales or Singapore and ICC or SIAC arbitration. Singapore is neutral, English-language-friendly, and enforces awards under the New York Convention in both India and the EU.
For commission agency and facilitation agreements: Clause C1 with ICC arbitration is recommended. Include clause D5 to clarify cost allocation.
For agreements with government-affiliated entities: Include clause D1 (Waiver of Sovereign Immunity).
For agreements where one party is based in a country with limited arbitration infrastructure: Consider SIAC or LCIA with London or Singapore seat, and include clause D3 (Service of Process).
Doc 19 — Governing Law and Dispute Resolution Standard Clause Pack — Neutral Template