Clause guide
Governing Language Clause clause: meaning, risks, and what to negotiate
Specifies which language controls if contract versions in different languages conflict.
What it means
If a contract exists in more than one language, this clause decides which version prevails in a dispute.
Common risks
- • Translations may differ in important ways.
- • The controlling language may favor the other party.
- • Ambiguities can create costly disputes.
What to check before signing
- • Which language controls the agreement?
- • Are all versions consistent?
- • Does the governing language match the negotiation language?
Negotiation ideas
- • Use the negotiated language as the controlling version.
- • Review translations carefully before signing.
- • State clearly which version prevails in case of conflict.
Example clause
“This Agreement is executed in English and Spanish. In the event of any conflict, the English version shall control.”
Frequently asked questions
Why does a governing language clause matter?
It prevents disputes about which translation applies if contract wording differs between languages.
Related clauses
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