Governing Law and Jurisdiction in a Freelance Contract
In a cross-border freelance contract, whose law interprets the deal and whose courts can enforce it? A practical guide to governing law, jurisdiction and cross-border enforcement.
by DUOLEXX
When you work across borders, the contract is only half the story
You send an invoice to a client three countries away. They go quiet. Now the real question surfaces: if this ends in a dispute, whose law decides who is right, and which country's courts can force them to pay?
Most freelancers never think about this until it is too late. A cross-border contract without a governing law and jurisdiction provision is not automatically void — but it leaves those two questions to a patchwork of international rules that may hand the advantage to your client. Worse, you might win a case at home and then discover the judgment is worthless where your client actually keeps their money.
This guide explains, in plain terms, how governing law and jurisdiction work in a cross-border freelance contract, what happens when your contract is silent, and how to write clauses that hold up when it matters. This is general information, not legal advice — for a specific contract, check the position with a qualified lawyer in the relevant country.
What's the difference between governing law and jurisdiction?
These two terms get used interchangeably, and that confusion causes real problems.
- Governing law (also "applicable law" or "choice of law") is the substantive law that interprets your contract: what your obligations mean, what counts as a breach, how damages are calculated, and which limitation periods apply.
- Jurisdiction (also "forum" or "choice of court") is the procedural question of which country's courts are competent to hear the case.
They are genuinely independent. A contract can be governed by German law but litigated in the courts of Spain, for example. Keeping them aligned — same country for both — is usually simpler and cheaper, because a court applying its own law works faster and avoids the cost of proving foreign law with expert witnesses. But you choose each one deliberately.
A related third concept is the seat of arbitration, which matters only if you agree to arbitrate instead of going to court. The seat fixes the procedural framework of the arbitration and is distinct again from the governing law of the contract.
What happens if my contract says nothing about governing law?
If you and your client never picked a law, a court does it for you using conflict-of-law rules. Within the EU (and, in substance, the UK, which retained the rule), the instrument is the Rome I Regulation (Regulation (EC) No 593/2008).
Rome I starts from party autonomy: under Article 3, you are free to choose the law that governs your contract, and courts will respect that choice. Absent a choice, Article 4 supplies default categories. For a contract for the provision of services — which covers most freelance and consultancy work — the rule is clear:
> The contract is governed by the law of the country where the service provider has their habitual residence.
For a freelancer working as an individual, "habitual residence" means your principal place of business. So a designer based in Lisbon working for a Berlin agency, with no governing-law clause, would usually find Portuguese law applies to the contract.
There is a catch. Article 4 includes an escape clause: if it is clear from all the circumstances that the contract is manifestly more closely connected with another country, that country's law applies instead. This introduces uncertainty — exactly the uncertainty a written clause removes. Relying on the default is a gamble; naming the law is not.
Which country's courts can hear the dispute if there's no jurisdiction clause?
Governing law and jurisdiction have different default rules, so answer them separately.
Within the EU, jurisdiction is set by the Brussels I Recast Regulation (Regulation (EU) No 1215/2012). Its baseline principle: a defendant is sued in the courts of the Member State where they are domiciled. In practice that often means you have to chase your client on their home turf — inconvenient and expensive if you are the one owed money.
Brussels I Recast also strongly supports exclusive jurisdiction agreements. If you and your client agree that the courts of a specific Member State have jurisdiction, that choice is exclusive unless you agree otherwise, and the chosen court gets priority: any other Member State court that is seised must stay its proceedings until the chosen court rules on its own competence. This priority rule was designed to stop the "Italian torpedo" — a tactic of racing to a slow court to stall the real case.
One reassuring detail: a jurisdiction clause is treated as an agreement independent of the rest of the contract. So even if your client argues the contract itself is invalid, the jurisdiction clause can still stand.
How do I make sure a judgment is actually enforceable abroad?
This is the step freelancers most often overlook. Winning a judgment and enforcing it are two different things. A German court order means little if your client's assets sit in Singapore and no treaty links the two.
Exclusive court clauses and the 2005 Hague Convention
The Hague Convention of 30 June 2005 on Choice of Court Agreements is the key instrument here. It does two things between contracting states: it obliges courts to respect an exclusive choice-of-court clause, and it obliges other contracting states to recognise and enforce the resulting judgment. That turns a jurisdiction clause into something with real teeth abroad.
As of late 2025 there were 39 contracting parties, including the EU, the UK, Switzerland (in force 1 January 2025), Singapore, Mexico, Montenegro, Ukraine, Moldova, Albania, North Macedonia, and Bahrain (1 July 2025), with Monaco following on 1 March 2026.
The gap to watch: the United States and China have signed but not ratified the 2005 Convention, so it does not currently bind them. If your client is American or Chinese, a court-jurisdiction clause may not deliver the cross-border enforcement you expect.
The 2019 Hague Judgments Convention
A newer instrument, the Hague Judgments Convention of 2 July 2019, broadens recognition and enforcement of judgments in civil and commercial matters — including many cases without an exclusive court clause. It has been in force for the EU (except Denmark) and Ukraine since 1 September 2023, and for the UK since 1 July 2025 (applying to proceedings started on or after that date). Note it governs enforcement only; it does not allocate which court has jurisdiction, so you still need a clause for that.
When your client is in the US or China: consider arbitration
Where court judgments will not travel, arbitration usually will. The New York Convention of 1958 has around 172 state parties and requires their courts to recognise and enforce foreign arbitral awards, subject only to a short, closed list of refusal grounds (such as an invalid arbitration agreement or a serious procedural defect).
Because that network is far wider than either Hague convention, an arbitration clause is often the pragmatic choice for freelancers contracting with counterparties in the US, China, or other non-Hague states. The trade-off is cost: arbitration fees can be steep for a small invoice dispute, so it earns its place mainly on higher-value contracts.
What should a solid governing-law and jurisdiction clause include?
You do not need dense legalese. You need to answer each question unambiguously. Use this checklist:
- [ ] Name one governing law — a specific country (e.g. "the laws of the Netherlands"), not a region.
- [ ] Name one competent forum — a specific country's courts, or a specific arbitral institution and seat.
- [ ] State that the jurisdiction is exclusive — otherwise a party may sue elsewhere.
- [ ] Check the enforcement route — is a treaty (Hague 2005, Hague 2019, or the New York Convention for arbitration) in force between both countries? If not, reconsider your choice.
- [ ] Match language to the forum — if you litigate in a German court, expect German-language proceedings; budget for translation and local counsel.
- [ ] Keep the clause standalone — its validity should not depend on the rest of the contract being valid.
A quick comparison of the main routes:
| Route | Instrument | Rough reach | Best when |
|---|---|---|---|
| Court + choice-of-court clause | Hague 2005 | 39 contracting parties | Both parties in contracting states (e.g. EU–UK–Switzerland) |
| Court, no exclusive clause | Hague 2019 | EU (excl. Denmark), Ukraine, UK | Enforcement across those states |
| Arbitration | New York Convention 1958 | ~172 states | US, China, or wide/unpredictable reach |
Conclusion
The single most useful move is to stop leaving governing law and jurisdiction to chance: name one specific law and one specific, exclusive forum in every cross-border freelance contract, and confirm that a treaty actually links the two countries so any judgment or award can be enforced. Before you sign, check the current status of the relevant convention on the HCCH website — because for a client in the US or China, an arbitration clause may protect you where a court clause will not.