Some things bring a smile to my face… and worth sharing with y’all.
Background
Contracts always have governing law clauses, it’s standard stuff. Sometimes you have no say in the matter, such as an M&A. With employment contracts, it can be tricky, too. For example, in California, a non-compete holds no water, so putting a non-compete agreement in a contract where the governing law is California is not even worth the paper it’s printed on.
What You Should Try to Do
Anyway, in sales deals, I like to be fair and I usually ask for something down the middle: if you want to pursue us the publisher, you should come in our area; if we want to pursue you, we will trek out to where you operate out of. It’s more fair and avoids frivolous litigation (for the record, no advertiser of mine has ever, ever even considered pursuing me or a site I have repped, and I have sold $10M worth of ad deals in my life to hundreds of clients).
Leverage, Common Sense Prevail
Naturally, the bigger the clients, the less leverage you have to change the Governing Law. You’re not going to tell Avenue A, for example, what terms they need to accept. Most of my clients are US-based… but today I was closing a deal with an Israeli-based advertiser.
An Iranian-Canadian Trying to Get Into Israel: Good Luck
I am a Canadian citizen (if you have not figured it out yet). However, I was born in Iran. The Governing Law in this deal is Israel. I won’t object but when I saw that, I could not help but laugh. Say the client does not pay up or I have to go to Israel to resolve a disagreement…
I get on a flight and land in Israel, they ask for my passport, and see I am born in Tehran…
Imagine the dialog:
Israeli Customs Guard: May I see your passport?
Me: Sure thing, here it is Sir.
Israeli: Canada? Oh - You were born in Iran? What brings you to Israel, sir?
Me: I’m here to collect some money.
Israeli: Collect money?
Me: I am having a disagreement with a client.
Israeli: Really? Come with me, we have some questions to ask you.
Yeah, something tells me I should change the governing law on that IO.
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