I’m developing a software EULA for an overseas client using the SEQ legal template.
Should I refer to the UK legal jurisdiction of the licensee in the agreement or to their national jurisdiction?
My USA client is part of a multinational pharmaceutical company based in Switzerland. Should I therefore refer to EU law in the agreement?
Alasdair Taylor's Answer
There may be several different questions here.
First, what should be the governing law of the contract (assuming the EULA does in fact create a contract)? You should only change this if you know about (or take advice on) the implications under the replacement legal system. But if the client is not England/Wales-based, it may well be inappropriate to retain English law as the governing law.
Second, the courts of which countries should be granted jursidiction to adjudicate disputes? Usually, this should accord with the governing law provision – otherwise expert evidence of the governing law may be needed. However, tt is quite common for an international contract to specify that each party’s home courts have jurisdiction.
Third, what other issues arise from legal regimes other than the regime governing the contract? This depends upon the contract subject matter and the legal regimes in question. For instance, US law may affect the export of encryption technology, irrespective of the governing law of the contract.
As the client is a multinational, their lawyers should be able to help with these questions.