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The agreement designates Delaware law and exclusive jurisdiction in New Castle County, Delaware courts for all disputes, and includes a mutual waiver of the right to jury trial for any litigation arising under the Agreement. The prevailing party in any enforcement action may recover reasonable costs and attorney's fees.
This analysis describes what Linear'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 requires that all disputes be litigated in Delaware courts under Delaware law, and establishes a mutual jury trial waiver applicable to any action arising from or related to the Agreement. The fee-shifting provision creates additional financial exposure for the non-prevailing party in enforcement proceedings.
Interpretive note: Enforceability of the jury trial waiver and exclusive forum clause may vary by jurisdiction, particularly for non-US Customers or where mandatory local law applies.
Under this clause, all disputes arising from the Agreement must be brought in state or federal courts in New Castle County, Delaware, and neither party retains the right to a jury trial for any such disputes. The prevailing party in an enforcement action is entitled to recover reasonable costs and attorney's fees, creating financial risk for the non-prevailing party.
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"This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.Excerpt from Linear's Terms of Service
REGULATORY LANDSCAPE: Jury trial waiver clauses in commercial B2B contracts are generally enforceable in Delaware and many US federal courts, though enforceability may vary in other jurisdictions. The exclusive forum selection clause may be evaluated under applicable state law and federal standards governing forum non conveniens and contractual forum selection. GOVERNANCE EXPOSURE: Medium. The mutual jury trial waiver and exclusive Delaware forum selection are standard in B2B SaaS agreements governed by Delaware law, but the fee-shifting provision creates asymmetric financial risk in enforcement actions. Customers operating outside the US should assess whether Delaware forum selection is practical or enforceable in their jurisdiction. JURISDICTION FLAGS: EU and UK Customers should assess whether the Delaware exclusive forum and governing law clause is enforceable in their home jurisdiction, particularly under EU regulations governing consumer and business dispute resolution. International Customers may find that local courts decline to enforce the forum selection clause depending on applicable mandatory law. CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should assess whether the exclusive Delaware forum requirement is consistent with their organization's litigation and dispute resolution policies, and whether the mutual jury trial waiver has been reviewed and accepted by legal counsel. The fee-shifting provision may affect the cost-benefit analysis of initiating enforcement proceedings. COMPLIANCE CONSIDERATIONS: Legal teams reviewing this Agreement for non-US entities should obtain local law advice on whether the Delaware governing law and forum selection clause will be recognized, and whether any mandatory local law provisions override the contractual choice of law.
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This provision requires that all disputes be litigated in Delaware courts under Delaware law, and establishes a mutual jury trial waiver applicable to any action arising from or related to the Agreement. The fee-shifting provision creates additional financial exposure for the non-prevailing party in enforcement proceedings.
Under this clause, all disputes arising from the Agreement must be brought in state or federal courts in New Castle County, Delaware, and neither party retains the right to a jury trial for any such disputes. The prevailing party in an enforcement action is entitled to recover reasonable costs and attorney's fees, creating financial risk for the non-prevailing party.
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