Governing Law

You're a freelancer in New York. Your client is in California. The contract says it's governed by California law. If there's a dispute about your non-compete clause, California law applies — and California bans most non-competes. That same clause governed by New York law? Probably enforceable. The governing law choice alone can determine whether a clause protects you or is worthless. The 'without regard to conflict of laws provisions' language you'll see in most governing law clauses prevents a court from applying a different state's rules through conflict-of-laws analysis. Without it, a court might decide that a different jurisdiction's laws should apply despite what the contract says. For international contracts, governing law is even more critical — the difference between common law and civil law systems can change fundamental contract principles like good faith obligations, limitation periods, and available remedies.

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws provisions. Each Party irrevocably consents to the exclusive jurisdiction of the federal and state courts located in [County], [State] for any action arising out of or relating to this Agreement.