管辖法条款（Governing Law）

1. This Agreement shall be interpreted and construed according to, and governed by, the laws of [Jurisdiction Convenient to All Parties], excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in [Jurisdiction Convenient to All Parties] shall have jurisdiction to hear any dispute under this Agreement.

本协议受【对各方均为方便的司法辖区】之法律管辖，并依其进行解释，但可能导致适用另一司法辖区法律的上述该等法律除外。位于该【对各方均为方便的司法辖区】的联邦法院或州法院对本协议项下的任何争议均有管辖权。

2．This Agreement shall be governed by and construed in accordance with the laws of the State of [Licensor’s state], except for matters arising from or concerning Section      (Indemnification) which shall be governed by and construed in accordance the laws of the State of [Licensee’s state].

本协议除因第      条（赔偿）而起或与之有关的事项应当由【被许可方所在州】之法律管辖，并依其进行解释外，受【许可方所在州】之法律管辖，并依其进行解释。

格式：

The formation, validity, construction and performance of this contract/agreement shall be governed by and construed/(shall be interpreted and construed) + (in accordance with)                                                          the law of                    (without giving effect to principles of conflicts of laws). In any action between any of the parties arising out of or relating to this agreement or any of the transactions contemplated by this Agreement, each of the parties irrevocably and unconditionally consents and submits to the exclusive/(non-exclusive) jurisdiction and venue of the state and federal/(district) courts located in [name of state]

例：

The laws of the People’s Republic of China shall apply to contracts for Sino-foreign joint ventures, Sino-foreign contractual joint ventures and Sino-foreign cooperative exploration and development of natural resources, which are performed within the territory of the People’s Republic of China.

在中华人民共和国境内履行的中外合资经营企业合同、中外合作经营企业合同、中外合作勘探开发自然资源合同，适用中华人民共和国法律。

The formation of this Contract, its validity, interpretation, execution and settlement of the disputes, shall be governed by the related laws of the People’s Republic of China.

本合同的订立、效力、解释、履行和争议的解决均受中华人民共和国法律的管辖。

The parties to a contract involving foreign interests may choose the proper law applicable to the settlement of contract disputes, unless otherwise stipulated in the laws …

英文合同的当事人可以选择处理合同争议所适用的法律，但法律另有规定的除外……

The signing, validity, interpretation, execution, amendments, termination and arbitration to this Contract shall be governed by the laws of                  .

本合同的签订、生效、解释、履行、变更、解除和争议的仲裁均以XX法律为准据法。

The laws of the State of Ohio (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to Section        of this Agreement (including, without limitation, its interpretation, construction, performance, and enforcement); and the laws of the State of Kentucky govern all other matters arising out or relating to this Agreement (including, without limitation, its interpretation, construction, performance, and enforcement).

Section X.01. Choice of Law. The laws of the State of [insert state name] (without giving effect to its conflicts of law principles) govern all matters arising out or relating to this Agreement, including, without limitation, its [validity,] interpretation, construction, performance, and enforcement.

Section X.02. Designation of Forum. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement may bring the legal action or proceeding in the United States District Court for the [insert District location] District of [insert state name] or in any court of the State of [insert state name] sitting in [insert city name].

Section X.03. Waiver of Right to Contest Jurisdiction. Each party waives, to the fullest extent permitted by law,

    (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any court of the State of [insert state name] sitting in [insert city name], or the United States District Court for the [insert District location] District of [insert state name]; and

(b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

Section. X.04. Submission to Jurisdiction. Each party to this Agreement submits to the nonexclusive jurisdiction of

    (a) the United States District Court for the [insert District location] District of [insert state name] and its appellate courts, and

(b) any court of the State of [insert state name] sitting in [insert city name] and its appellate courts,

for the purpose of all legal actions and proceedings arising out of or relating to this Agreement.

Section X.05. Appointment of Process Agent. Party A irrevocably

    (a) appoints [insert name of process agent](the “Process Agent”) as its agent to receive service on behalf of Party A and its property; and

(b) authorizes and directs the Process Agent to accept service on its behalf.

Party A shall pay all costs and expenses of the Process Agent in connection with its service as Process Agent with respect to this Agreement.

Section X.06. Service Upon Process Agent. If process is to be served pursuant to Section X.05, Party B shall serve that process by mailing or delivering a copy of the process in care of the Process Agent at [insert address of Process Agent] or any other address as to which the Process Agent has given notice to Party B.