Governing law and dispute resolution terms to locate in a contract

Dispute-resolution sections are often near the end of a contract. They may not affect day-to-day performance, but they can describe where disputes are handled, what process applies, and who may recover certain costs.

This guide is general information only, not legal advice. Use it as an organized starting point for locating dispute-related provisions.

1. Governing law

Governing law language identifies which jurisdiction's law the contract says will apply. It may name a state, country, province, or other jurisdiction.

This is different from where a case must be filed. Governing law and venue often appear together, but they answer different questions.

2. Venue and forum

Venue or forum language may identify where disputes must be brought. Look for a specific county, state, court, country, or forum.

Some provisions are exclusive, meaning the contract says disputes must be brought there. Others are non-exclusive, meaning the named place is allowed but not necessarily the only place.

3. Arbitration

Arbitration language may require disputes to be handled outside court. Look for the arbitration provider, location, rules, number of arbitrators, language, confidentiality, and cost allocation.

Also check whether small claims, injunctive relief, intellectual property claims, or payment claims are carved out.

4. Mediation or escalation steps

Some contracts require negotiation, executive escalation, or mediation before a lawsuit or arbitration can begin. Locate any notice requirements and timing windows.

These steps can affect the process even when they do not decide the outcome.

5. Class-action or jury-trial waivers

Look for waivers involving class actions, collective actions, representative actions, or jury trials. These terms may be in the dispute-resolution section, arbitration section, or a separate waiver section.

They can be easy to miss because they may be written in all caps or placed near boilerplate language.

6. Attorney fees and costs

Fee-shifting language may say whether one party can recover attorney fees, costs, collection expenses, or arbitration fees. It may apply to the prevailing party, to collection of unpaid amounts, or to certain kinds of disputes.

Locate whether the language is mutual or one-sided and what types of costs are included.