A poorly-drafted applicable law clause or a poorly-drafted arbitration clause can undermine the smooth progress of an arbitration. They can often be the cause of a dispute by themselves, in addition to the substantive dispute between the parties.
Parties to international transactions should always include a well-drafted applicable law clause and a well-drafted arbitration clause.
The applicable law clause applies to the contract as a whole, but the arbitration clause deals specifically with the arbitration aspect. The two sets of clauses are usually included in different parts of the contract, although often in close proximity to each other.
We encourage you to consider using the model clauses provided in this section, as they are applicable, in your contracts.
In drawing up international contracts, we recommend that parties include the following arbitration clause:
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The seat of the arbitration shall be [Singapore].*
The Tribunal shall consist of _________________** arbitrator(s).
The language of the arbitration shall be ________________.
Parties should also include an applicable law clause. The following is recommended:
This contract is governed by the laws of _________________.***
* Parties should specify the seat of arbitration of their choice. If the parties wish to select an alternative seat to Singapore, please replace “[Singapore]” with the city and country of choice (e.g., “[City, Country]”).
** State an odd number. Either state one, or state three.
*** State the country or jurisdiction.