Governing law and venue

Applies to: Agreement V3.0 · Indemnification Addendum

The Agreement itself contains no governing-law or venue clause. Like Versions 1.0 and 2.0, Version 3.0 is silent on which state's law governs a dispute between Participating Institutions and where it would be heard. Proposals during public comment to add such a clause to the Agreement were not adopted; institutions that need certainty on this point can address it in a separate agreement, which may not conflict with the Agreement (§§2.4, 8.12).

The Indemnification Addendum does have one (Exhibit C, §7). For a dispute between Addendum signatories about the Addendum, the law of the defending institution's state governs (without regard to its conflict-of-laws rules), and the party bringing the dispute consents to the exclusive jurisdiction of the state and federal courts in that state. For a public institution this applies only to the extent not limited by its own law, regulation, or constitution. It does not apply at all to a federal institution, for which federal law as applied by federal courts governs.

Counsel reviewing the Addendum should read §§6 and 7 of Exhibit C together: signing does not waive any immunity, defense, or privilege the institution has under applicable law.

See also - The optional Indemnification Addendum - What's new in Version 3.0