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The agreement is governed by Delaware law and requires Customer to consent to personal jurisdiction and venue in New Castle County, Delaware courts for suits brought by Baseten, though no equivalent consent is required from Baseten for suits brought by Customer.
This analysis describes what Baseten's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes Delaware as the exclusive legal and procedural forum for claims brought by Baseten against Customer, while the venue consent is unilaterally directed at Customer, which may affect the practical accessibility of litigation for Customer organizations not based in Delaware.
Interpretive note: Enforceability of the Delaware governing law and venue clause against non-US customers may be limited by mandatory local law provisions in EU, UK, and other jurisdictions.
Under this clause, Customer expressly consents to Delaware jurisdiction and venue for claims Baseten brings against Customer, and all agreement disputes are governed by Delaware law regardless of Customer's location or the jurisdiction where services are primarily used.
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"This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware for any lawsuit filed there against Customer by Baseten arising from or related to this Agreement.Excerpt from Baseten's Terms of Service
(1) REGULATORY LANDSCAPE: Choice of law and venue clauses in B2B agreements are generally enforceable under Delaware law for commercially negotiated contracts between sophisticated parties. However, where mandatory consumer protection or data protection laws of Customer's home jurisdiction are implicated, courts in some jurisdictions may apply those mandatory rules notwithstanding the governing law clause. GDPR and UK GDPR disputes involving data subject rights engage EU and UK supervisory authority jurisdiction regardless of contractual governing law. (2) GOVERNANCE EXPOSURE: Low for large enterprise customers accustomed to Delaware-governed agreements; potentially Medium for smaller organizations or those outside the US for whom Delaware litigation represents a practical barrier. (3) JURISDICTION FLAGS: EU and UK customers should note that GDPR and UK GDPR disputes are subject to supervisory authority oversight and EU or UK court jurisdiction in respect of data subject claims, which operate independently of the contractual governing law clause. California customers should assess whether California's mandatory choice of law rules for California residents would affect enforceability. (4) CONTRACT AND VENDOR IMPLICATIONS: The venue consent is unidirectional: Customer consents to Delaware venue for Baseten's claims, but no equivalent consent by Baseten for Customer-initiated claims is stated, which may mean Customer must separately establish jurisdiction over Baseten in Customer's preferred forum. (5) COMPLIANCE CONSIDERATIONS: Legal teams outside the US or in states with strong consumer protection choice-of-law rules should assess whether Delaware governing law would be applied by their home courts and whether any mandatory local law provisions would override it.
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This provision establishes Delaware as the exclusive legal and procedural forum for claims brought by Baseten against Customer, while the venue consent is unilaterally directed at Customer, which may affect the practical accessibility of litigation for Customer organizations not based in Delaware.
Under this clause, Customer expressly consents to Delaware jurisdiction and venue for claims Baseten brings against Customer, and all agreement disputes are governed by Delaware law regardless of Customer's location or the jurisdiction where services are primarily used.
No. ConductAtlas is an independent monitoring service. We are not affiliated with, endorsed by, or sponsored by Baseten.