The Asian Business Law Institute (ABLI) recently released Model Clauses for Contracting in Asia (“Model Clauses”) under its Contract Laws in Asia project ^[1,2].

Increasingly parties to a commercial contract are based in different jurisdictions whose contract law, source of contract law, legal labels, languages, etc. all vary. As a result, the choice of law made by the parties will often result in one of the parties entering into a contract governed by the laws of a jurisdiction with which they are not familiar. Further, if the parties choose a third law (i.e., a neutral governing law) to govern their contract, this may result in both parties being unfamiliar with the laws that govern their contract.

The Model Clauses aim to ameliorate some of the above problems by providing (to the extent possible) parties entering into cross-border contracts, governed by the laws of select jurisdictions, with a framework that is neutral as to the governing law chosen as well as the subject matter of the contract. That is, each model clause is designed to ensure that it “works” (i.e., is enforceable) irrespective of which jurisdiction is selected as the governing law and irrespective of the subject matter of the contract.

Aarna Law is delighted to have contributed to the Model Clauses, offering expertise from the perspective of Indian law and practice. We have also contributed to two earlier write-ups released by ABLI under the project, which can be accessed here and here.