Governing law and venue

A contract can be governed by the law of one jurisdiction and litigated in another. The law shapes the substance: how contract terms are interpreted, what remedies exist, which limitation periods apply. The venue shapes the process: how long it takes, how expensive it is, how discovery works, and how practical it is for each party to attend.

A party that wins on law and loses on venue may still be worse off, because a favorable rule in a distant, slow forum is an expensive asset.

Limitation periods for breach differ across jurisdictions, sometimes by years. The availability and breadth of discovery differ enormously, which matters most in disputes about what the other side's internal records show. And rules on the enforceability of liability caps and exclusion clauses vary, so the same clause can be read differently depending on the law chosen.

Whether proceedings are public is usually a function of the forum rather than the law, which is covered in what becomes public.

Decide these clauses when the relationship is good, because they are the only terms that exclusively govern what happens when it is not. And check whether the framework agreement's clause is the one that applies to a later purchase order, since orders often carry their own terms and the order of precedence is frequently unclear.