31.A Unless otherwise agreed any questions relating to this Contract which are not expressly or implicitly set tled by the provisions contained in this Contract shall be governed, in the following order:

(a) by the principles of law generally recognized in international trade as applicable to international franchise co tracts,
(b) by the relevant trade usages, and
(c) by the Unidroit Principles of International Commercial Contracts.

31.B This Contract shall be governed by the laws of .............................. (Country), excluding the conflict of law rules of such country.32

Alternative A should be used only if future disputes are to be referred to arbitration (see Article 32.2.A), since it is rather unlikely that ordinary courts would consider the choice of general principles as a valid choice of the governing law.

31.2 In any event consideration shall be given to mandatory provisions of the law of the country where the Franchisee is established which would be applicable even if the Contract is governed by a foreign law. Any such provisions will be taken into account to the extent they embody principles which are universally recognised and provided their application appears reason able in the con text of international trade.

The above clause states the principle that internationally mandatory rules of the franchisee’s country should be considered (although not part of the applicable law), but only where such rules embody universally accepted principles, in order to leave the arbitrators or the courts free not to apply national rules which do not comply with internationally accepted standards (such as those warranting an unusual level of protection to the franchisee).

32
Before choosing the law of a given country, parties should check whether the provisions of this model contract conform with such law