Identify what each provision is meant to do

A governing-law clause addresses the law applied to the contract. A jurisdiction or forum clause addresses where a dispute may be decided. The HCCH Principles on Choice of Law expressly distinguish these questions. Choosing a court is not, by itself, the same as choosing the contract’s governing law. Read the provisions together with definitions, schedules, and incorporated terms so that the intended arrangement is clear across the entire agreement.

Check the limits on party choice

Commercial parties often have substantial freedom to make these choices, but mandatory rules and public policy can limit their effect. Consumer, employment, insolvency, and other specialized matters may require a different analysis. The HCCH Principles are a nonbinding instrument focused on international commercial contracts, not a universal statute. Have counsel check the applicable law rather than assuming that a clause overrides every rule connected with the transaction.

Make the dispute route internally consistent

Review whether court jurisdiction is exclusive or nonexclusive, and whether mediation or arbitration is also required. Conflicting clauses in a purchase order, framework agreement, and guarantee can create an additional dispute about procedure. If there are steps before proceedings, specify their purpose and operation carefully. Ask how urgent relief will be handled and whether the chosen language leaves room for parallel proceedings in more than one place.

Consider enforcement before a dispute exists

A judgment is useful only if the available enforcement process can reach the relevant assets. Ask which recognition rules or treaties may apply between the countries concerned. The HCCH Choice of Court Convention addresses qualifying exclusive court agreements within its defined scope; it does not cover every contract or every country. Local advice may be needed where assets are located even when the underlying case is heard elsewhere.

Review the clause against the real transaction

Consider the language of the documents, location of witnesses, likely value of a dispute, and practical cost of proceedings. Do not copy a clause simply because it appeared in another international contract. Record the agreed wording and keep later amendments consistent. If a dispute begins, obtain advice promptly about notice requirements, filing periods, and the appropriate forum instead of waiting for the parties to agree on what the clause means.

Your preparation checklist

Put the essentials in one place.

  • The separate governing-law and dispute-resolution provisions.
  • Related contracts and any conflicting standard terms.
  • Applicable mandatory rules and treaty scope.
  • A practical review of costs, evidence, and enforcement.

References: HCCH, Principles on Choice of Law in International Commercial Contracts; Choice of Court Convention and specialised section. Applicability, exclusions, and treaty relationships require case-specific review.