Governing law and dispute resolution

Topic: Governing law and dispute resolution — law, venue, arbitration, equitable relief. Contract type: All commercial agreements. Jurisdiction: US commercial market; this family is inherently jurisdiction-specific — never present a forum or law choice as correct without checking the matter's jurisdictions and where the parties and assets actually are. Positions are firm-configurable defaults overridable via .dochaus/profile.md (which carries the firm's default governing law and venue).

Preferred

A named, neutral governing law without regard to conflict-of-laws principles, with exclusive venue in that jurisdiction's courts (or institutional arbitration seated there), and a carve-out preserving either party's right to seek injunctive relief for confidentiality or IP breaches in any court of competent jurisdiction. Each party bears its own fees unless a statute or the tribunal awards them.

This Agreement is governed by the laws of [neutral jurisdiction], without
regard to its conflict-of-laws principles. The parties consent to the
exclusive jurisdiction and venue of the courts located in [venue] for any
dispute arising out of or relating to this Agreement, except that either
party may seek injunctive or other equitable relief in any court of competent
jurisdiction for breach of Section [Confidentiality] or infringement of its
intellectual property rights.

Off-market variants to watch. Drafter-favorable: the home-court stack (drafter's home law, exclusive home venue, and a jury waiver together); mandatory arbitration with no equitable-relief carve-out; one-way fee shifting. Non-drafter-favorable: floating venue ("courts of the plaintiff's choosing") or no exclusive forum at all; carve-outs so broad the agreed forum becomes optional; refusal of any jury or class waiver where those are ordinary for the deal type (availability and validity of such waivers varies by jurisdiction; qualify).

Fallbacks (ordered)

1. Offer when the counterparty rejects a fully neutral stack: accept the counterparty's home law with venue in a neutral forum, or vice versa — split the stack rather than conceding all of it.
2. Offer when the counterparty prefers arbitration: accept institutional arbitration (named rules, named seat, English language, one or three arbitrators) provided the equitable-relief carve-out survives.
3. Offer when the client has minimal litigation exposure under the deal: accept the counterparty's home law and forum, documented in the rationale.

Walk-away floor

Arbitration with no equitable-relief exception, or one-way fee shifting. The equitable-relief carve-out should survive every trade.

Escalation trigger

At or below the floor, do not concede. Route to the supervising lawyer for the matter (or the .dochaus/profile.md Escalation Rules contact). A non-US governing law, or a law outside the jurisdictions the firm advises in, is always escalated rather than improvised.

Rationale: The dispute clause prices every other clause: a strong position in an unreachable forum is worth little. The equitable-relief carve-out is the one term that should survive every trade.