contract-law software european-union
Website Partnership contract between two countries
<p>I'm wondering what the general laws binding international partnership contracts are? For example, if the two people involved resided in different Countries what sort of legal issues would that arise? </p>

<p>Would both parties involved have to take into the laws of both countries, or only the country the company resides in? Say, for example if two people were creating a digital agency based on Website Design and Graphical Design and the web server was hosted in Norway, would that mean both parties would only have to take in the laws resigning in Norway, or still both countries?</p>

<p>I'm not looking at specifically tax related laws - more making sure that both parties are safe when it comes to monthly earnings and equal splits.</p>

<p>I'm wondering if you have any advice to get us looking / starting in the right direction?</p>

<p>Thank you</p>

<p>Jurisdiction is a complex topic, and any detailed answer is going to depend on the national law of the states in question. However, there are two general principles to bear in mind:</p>

<ol>
<li><p>Jurisdiction is rarely exclusive; it is possible to be subject to civil or criminal jurisdiction in any state where you do business; and</p></li>
<li><p>Jurisdiction can (usually) be accepted or waived by contract. This is the practical answer to your question: almost every contract contains a clause saying something like: "The Parties agree that the law of Norway applies to all matters arising under this agreement and agree that all lawsuits concerning the subject matter of this agreement shall be brought exclusively in the Norwegian Super Deluxe Court for the district of Oslo. The parties waive, to the extent possible under the relevant law, all rights to litigate matters related to this Agreement in any other court."</p></li>
</ol>

<p>These choice-of-forum provisions are not 100% enforceable--and, again, a lot is going to depend on the law of the forum you're disclaiming--but they often are, in both common law and civil law jurisdictions.</p>

<p>As a general rule the laws of the country of the company are applicable. Norway is an interesting example, as it's not a Member State of the EU, but a member of the EEA. In most cases you'll be on the safe side when you run the company according to the laws of the country of incorporation, including tax laws, and then observe the partners' home countries' tax laws applicable to income.</p>

<p>You should make the articles of incorporation clear as to the choice of jurisdiction in dispute situations, like chapka suggests. In the EU the general freedom of choice for selection of the governing law in contractual obligations can be found in Article 3 of the <a href="http://eur-lex.europa.eu/legal-content/EN/ALL/?uri=CELEX%3A32008R0593" rel="nofollow">Rome I Regulation</a>.</p>

<p>Mind you, the location of the web server would not matter one bit in your partnership, except if you have to make claims against the hosting service provider.</p>

<p>There's a whole case line in the Court of Justice of the European Union about the location of the seat of the company in cross-border situations, but these mainly address situations where companies have been established to forego capital requirements/evade taxes/defraud creditors.  </p>
