High court rules on the construction of a nonexclusive. The courts of england and wales shall have non exclusive jurisdiction in the event of any such dispute or claim. When a party applies for a stay of proceedings on the grounds of forum non conveniens, the legal effect of a nonexclusive jurisdiction clause depends on. Mar 25, 2015 hong kong courts adopt robust approach to uphold parties contractual bargain as to their choice of forum summary. Where a nonexclusive jurisdiction agreement is concerned, the court applies the familiar spiliada test propounded by the house of lords in. Usage agreement by signing a hard copy of this agreement or. Should we interpret this to mean that the english courts will have exclusive jurisdiction, or might it mean that the english courts have only non exclusive jurisdiction.
It is also difficult to reconcile the courts aversion to a procedural nightmare with other cases, such as deutsche bank ag v highland crusader offshore partners lp, where the courts have accepted those problems as an unavoidable consequence of the parties non exclusive jurisdiction agreement. Non exclusive jurisdiction sample clauses law insider. Nonexclusive license agreement between licensor name short form name and licencee name short form name this license agreement hereinafter agreement, with an effective date of date is between licensor name, a sole proprietorship duly organized and existing under and by virtue of the laws of new york state, with office address at xyz, hereinafter referred to as the. Governing law and jurisdiction clausesby practical law dispute resolutionrelated contenta practice note covering the reasons for including governing law and jurisdiction clauses in commercial agreements, with drafting guidance. The interpretation of these terms may vary across legal systems, but in. A software license agreement defines how that software can be used and what happens in the event of breach. Unitronics grants you a single user, nonexclusive, nontransferable, revocable, limited use license the license to use a copy of the source file andor executable form file downloaded from this website collectively be. Nonexclusive jurisdiction clauses changing approaches. Model nonexclusive software licence agreement fee bearing, no. The courts may not enforce an exclusive jurisdiction provision if a party can. A more subtle form of primacy is where the parties have included an optional or nonexclusive jurisdiction clause and a mandatory arbitration clause or the reverse situation. Advance your industry learn more about our solutions and stay uptodate on the latest developments at aveva.
The jurisdiction agreement in this case was a nonexclusive jurisdiction agreement. Any dispute arising out of the accessing or use of this website shall be subject to the nonexclusive jurisdiction of the english courts. The common laws treatment of nonexclusive jurisdiction clauses has never been as clear as its approach to exclusive jurisdiction clauses. The laws of the state of new south wales, australia govern this agreement. Vendors shall not post information on the portal that is, or offer products or services for. The parties had standard form agreements which provided that they irrevocably submitto the jurisdiction of the courts of england but added that nothing in this.
The parties hereby knowingly, voluntarily and intentionally waive to the fullest extent permitted by law any rights they may have to trial by jury in respect of any litigation based hereon, or arising out of, under or in connection with this agreement. Choosing nonexclusive jurisdiction will, in principle, provide for disputes to be heard in the courts of a particular jurisdiction but without prejudice to the right of one or other of the parties to take a dispute to the courts of any other jurisdiction if appropriate. The obligations under a nonexclusive jurisdiction agreement these can best be understood by looking first at the obligations under an exclusive jurisdiction agreement. However, the recently recast brussels regulation does not clarify the position. A software license agreement gives a licensee a non exclusive, non transferable right to use software. Prioris sample software license agreement can help you understand the important terms to include in your software license agreement. The user may not sublicense, assign, rent nor lease this software to any third party without prior written consent of omron.
Each of the parties hereto, to the extent it may do so under applicable law, hereby a irrevocably submits itself to the non exclusive jurisdiction of the courts of the state of new york sitting in the city of new york and to the non exclusive jurisdiction of the united states district court for the southern district of new york, for the. Submission to non exclusive jurisdiction in new york sample. These terms shall be governed by and construed in accordance with the laws of hong kong and you agree to submit to the non exclusive jurisdiction of the hong kong courts. Exclusive jurisdiction law and legal definition uslegal, inc. Nonexclusive jurisdiction clauses are common provisions in contracts. Stmicroelectronics international nv a dutch company with headquarter at 39, chemin du champ des filles, 1228 planlesoates geneva st grants to you under ip rights owned by st and its affiliates or under which st and its affiliates has the right to grant a license a nonexclusive, worldwide, nontransferable whether by assignment or. If any part of these terms is held invalid or unenforceable, that part shall be deemed modified as necessary to make it effective, and the remaining provisions of these terms. The courts of england have exclusive jurisdiction to settle any.
Exclusive jurisdiction clauses limit disputes to the courts of one jurisdiction. Amended and restated software development agreement. Exclusive jurisdiction is typically defined in terms of subject matter. Jan 07, 2009 nonexclusive jurisdiction clauses are common provisions in contracts. Exclusive jurisdiction is decided on the basis of the subject matter dealt with by a particular court. The common laws treatment of non exclusive jurisdiction clauses has never been as clear as its approach to exclusive jurisdiction clauses. An exclusive jurisdiction agreement is one which imposes a contractual obligation on one or more parties to litigate in the stated jurisdiction. On 1 april 2019, hicl infrastructure company limited transferred its investment business to hicl infrastructure plc, a new ukincorporated plc, and shareholders were. These terms and any dispute or claim arising out of them, their subject matter or formation including any non contractual disputes or claims, are governed by english law. Apr 25, 2015 a small, but important, contractdrafting point. The user may not make copies of this software except for backup. This simple division of jurisdiction agreements into exclusive and nonexclusive is, it must be noted, not one that applies clearly in all cases in practice.
In relation to exclusive jurisdiction clauses, the. A nonexclusive jurisdiction clause in favour of the english courts meant. The interpretation of these terms may vary across legal systems, but in broad terms exclusive. Nonexclusive jurisdiction clausesrelated contenta recent high court decision has confirmed the validity of nonexclusive jurisdiction clauses under article 17 of the brussels convention on jurisdiction and enforcement of civil and commercial judgments. Xcubeplc1 industrial inputoutput software expansion for. Applying a commercially sensible construction to a jurisdiction clause expressed to be nonexclusive, but also for the benefit of a party, the high court found that those words alone did not mean that the clause should be interpreted as an exclusive jurisdiction clause for the purposes of article 25 of the recast brussels regulation 12152012eu. Jan 04, 2010 nonexclusive jurisdiction clauses, often used by english lawyers, can have unfortunate results, as demonstrated by the court of appeal in highland crusader v the deutsche bank 2009 ewca civ 725. Governing law and jurisdiction clauses practical law. Ucp plc v nectrus ltd 2018 ewhc 380 comm, 21 february 2018. A license in which the same rights to an intellectual property granted to several licensees within the same scope or field, consecutively or simultaneously. Any dispute arising out of the accessing or use of this website shall be subject to the non exclusive jurisdiction of the english courts. Governing law and choice of forum clauses explained lexisnexis.
Subject to the terms and conditions of this software license agreement, unitronics rg 1989 ltd. In civil procedure, exclusive jurisdiction exists where one court has the power to adjudicate a case to the exclusion of all other courts. It is the sole forum for determination of a particular type of case. In the recent case of chinachem financial services limited v century venture holdings limited the court of first instance considered the effect of a non exclusive jurisdiction clause in a crossborder agreement and refused an application to stay the hong kong proceedings. Omron grants the user a non exclusive and limited license to use this software on one computer owned by the user for free of charge. Terms of use aveva global leader in industrial software. It is the opposite situation from concurrent jurisdiction or non exclusive jurisdiction, in which more than one court may take jurisdiction over the case. Omron grants the user a nonexclusive and limited license to use this software on one computer owned by the user for free of charge. Furthermore, use of the licensed software outside of the united states may be governed by the laws of a foreign jurisdiction with which the licensor is unfamiliar, and which may not afford the licensor.
An application to stay a claim on the basis of forum non conveniens and lis alibi pendens was dismissed in circumstances where there was a nonexclusive jurisdiction clause permitting proceedings to be brought in the english courts. Basic nonexclusive software licencing agreement public. Nonexclusive jurisdiction clauses effect in hong kong law. The submission to the jurisdiction of the courts referred to in clause 37. Whether one uses an exclusive or nonexclusive jurisdiction clause.
Oct 17, 20 in deciding the boc application to stay the proceedings, the hong kong court held that the presence of an exclusive jurisdiction clause is an important factor to be considered in determining whether to grant a stay of proceedings on the ground of forum non conveniens. The singapore court of appeal gives guidance on the. Nonexclusive jurisdiction clauses ucp plc v nectrus ltd. Nonexclusive jurisdiction clauses effect in hong kong. When jursidiction is nonexclusive, then the courts of england are granted such authority, but other courts may also be able to adjudicate, depending upon the somewhat complex rules of private international law.
Exclusive jurisdiction refers to power of a court to adjudicate a case to the exclusion of all other courts. Parties intending exclusive jurisdiction must clearly indicate it in the clause. Pdf nonexclusive jurisdiction clauses changing approaches. Hong kong court upholds exclusive jurisdiction clause in.
Who we arein 2006, hicl infrastructure company limited, the predecessor company to hicl infrastructure plc, was the first infrastructure investment company to list on the main market of the london stock exchange. Distribution agreement exclusive by alex nourry, dan harrison and jamie andrew, clifford chance llprelated contenta standard document primarily designed for appointing an exclusive or sole distributor in the uk in respect of a particular territory or a particular customer group. The parties submit to the non exclusive jurisdiction of the courts of hong kong, sar. When jursidiction is non exclusive, then the courts of england are granted such authority, but other courts may also be able to adjudicate, depending upon the somewhat complex rules of private international law. Jun 30, 2008 usually a jurisdiction clause will provide for either exclusive or non exclusive jurisdiction. May 01, 2012 whilst the presence of a nonexclusive jurisdiction clause was a relevant factor, in that it might indicate the parties acceptance of hong kong as the appropriate forum to resolve their disputes, the court decided that, in determining this issue, the weight to be attributed to the nonexclusive jurisdiction clause depended on the precise. This amended and restated software development agreement is made effective as of january 1st 2004. It is that the same contractual basis that underlies the enforcement of the exclusive jurisdiction agreement should be applied to non exclusive jurisdiction agreements. Free practical law trialto access this resource, sign up for a free trial of practical law. Nonexclusive jurisdiction clauses ucp plc v nectrus ltd news. The contractual basis of the enforcement of exclusive and non.
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