Sovereign immunity clause: Copy, customize, and use instantly
Introduction
A sovereign immunity clause addresses the legal doctrine that protects a sovereign entity, such as a government or its subdivisions, from being sued without its consent. This clause is essential in contracts involving public entities, as it clarifies the scope and waiver (if any) of sovereign immunity, ensuring transparency and reducing potential disputes.
Below are templates for sovereign immunity clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Limited waiver of sovereign immunity clause
This variation provides a limited waiver for disputes directly related to the Agreement.
The [Government Entity] agrees to a limited waiver of its sovereign immunity solely for claims arising out of or directly related to this Agreement, subject to the jurisdiction of the courts of [specified jurisdiction]. This waiver does not extend to punitive damages, consequential damages, or other indirect claims.
No waiver of sovereign immunity clause
This variation explicitly states that no waiver is granted.
Nothing in this Agreement shall be construed as a waiver of the [Government Entity’s] sovereign immunity. All rights, privileges, and protections afforded under applicable law remain in full force and effect.
Conditional waiver of sovereign immunity clause
This variation conditions the waiver on the fulfillment of specific requirements.
The [Government Entity] waives its sovereign immunity for claims arising under this Agreement, provided that such claims are filed in the courts of [specified jurisdiction] and do not exceed [amount]. Failure to comply with this requirement will nullify the waiver.
Sovereign immunity waiver for arbitration clause
This variation allows for arbitration while maintaining certain protections.
The [Government Entity] agrees to waive its sovereign immunity to the extent necessary to participate in binding arbitration for disputes arising under this Agreement. The arbitration shall be conducted in accordance with the rules of [specified arbitration body], and the waiver is limited to the enforcement of the arbitration award.
Partial waiver of sovereign immunity clause
This variation provides a waiver limited to certain types of claims or jurisdictions.
The [Government Entity] partially waives its sovereign immunity for claims directly arising under this Agreement but limits the waiver to monetary claims not exceeding [amount] and filed in the courts of [specified jurisdiction]. This waiver excludes claims for injunctive relief or punitive damages.
Sovereign immunity preservation clause
This variation reinforces the entity’s retention of sovereign immunity.
This Agreement does not constitute a waiver of the [Government Entity’s] sovereign immunity under [applicable law]. All actions, defenses, and protections available to the entity under sovereign immunity principles are fully preserved.
Sovereign immunity limited to specific disputes clause
This variation narrows the waiver to specific disputes outlined in the Agreement.
The [Government Entity] agrees to waive sovereign immunity exclusively for disputes related to [specific provisions or sections] of this Agreement. All other disputes remain subject to sovereign immunity protections under applicable law.
Jurisdiction-specific sovereign immunity clause
This variation tailors the clause to jurisdictional requirements.
The [Government Entity] acknowledges that, under the laws of [specified jurisdiction], sovereign immunity is waived for commercial agreements. Accordingly, this Agreement shall be governed and interpreted under the laws of [specified jurisdiction] without prejudice to sovereign protections in other matters.
Temporary sovereign immunity waiver clause
This variation provides a time-bound waiver for specific claims.
The [Government Entity] agrees to a temporary waiver of sovereign immunity for claims arising under this Agreement, provided such claims are filed within [number] months of the alleged breach. Claims filed after this period will be barred by sovereign immunity protections.
Waiver of sovereign immunity for enforcement clause
This variation waives immunity for enforcement of judgments or awards.
The [Government Entity] waives its sovereign immunity solely for the enforcement of any final judgment or arbitration award arising under this Agreement, subject to applicable limitations on damages and remedies.
Sovereign immunity for third-party claims clause
This variation addresses immunity concerning third-party claims.
The [Government Entity] retains its sovereign immunity against any third-party claims arising indirectly or directly from this Agreement. The waiver of sovereign immunity applies only to claims brought by the parties to this Agreement as specified herein.
Explicit sovereign immunity acknowledgment clause
This variation ensures both parties acknowledge the sovereign immunity doctrine.
Both parties acknowledge that the [Government Entity] is entitled to sovereign immunity protections under [applicable law]. Any waiver of such immunity must be expressly stated in this Agreement and shall not be implied from the conduct of the parties.
Sovereign immunity waiver with procedural limitations clause
This variation imposes procedural restrictions on immunity waivers.
The [Government Entity] agrees to waive its sovereign immunity, provided that any claims arising under this Agreement comply with the procedural requirements of [specific statute or regulation], including prior notice and exhaustion of administrative remedies.
Sovereign immunity reinstatement clause
This variation provides conditions for reinstating sovereign immunity protections.
The [Government Entity] reserves the right to reinstate sovereign immunity protections for claims arising under this Agreement if the other party materially breaches the Agreement. Notice of reinstatement must be provided in writing within [number] days of the breach.
Sovereign immunity waiver for contract disputes clause
This variation limits the waiver specifically to disputes directly related to the contract.
The [Government Entity] waives its sovereign immunity exclusively for disputes arising from the interpretation or performance of this Agreement. This waiver is limited to monetary damages and excludes equitable or injunctive relief.
Sovereign immunity waiver for specified claims clause
This variation specifies which claims are covered by the waiver.
The [Government Entity] waives its sovereign immunity for claims explicitly identified in Sections [section numbers] of this Agreement. All other claims are protected under applicable sovereign immunity laws.
Sovereign immunity waiver for federal jurisdiction clause
This variation allows claims to be brought in federal courts.
The [Government Entity] agrees to waive its sovereign immunity to permit claims under this Agreement to be filed and heard in federal courts of [jurisdiction]. This waiver does not extend to state courts or international tribunals.
Limited sovereign immunity waiver for damages clause
This variation restricts the waiver to compensatory damages.
The [Government Entity] waives its sovereign immunity solely for compensatory damages arising from breaches of this Agreement. Claims for punitive or consequential damages remain barred by sovereign immunity protections.
Sovereign immunity waiver for arbitration enforcement clause
This variation applies only to the enforcement of arbitration awards.
The [Government Entity] waives its sovereign immunity to the extent necessary to enforce arbitration awards rendered under this Agreement. This waiver is strictly limited to monetary awards and excludes any non-monetary remedies.
Sovereign immunity waiver with financial cap clause
This variation limits liability by imposing a financial cap.
The [Government Entity] waives its sovereign immunity for claims under this Agreement, provided that liability is capped at [amount]. Claims exceeding this cap will be subject to sovereign immunity protections.
Sovereign immunity waiver for equitable relief clause
This variation allows for injunctive or other equitable remedies.
The [Government Entity] waives its sovereign immunity to permit claims for equitable relief, including injunctions or specific performance, directly related to this Agreement. Monetary claims remain subject to sovereign immunity protections.
Conditional sovereign immunity waiver for compliance clause
This variation ties the waiver to compliance with contract terms.
The [Government Entity] waives its sovereign immunity for disputes under this Agreement, contingent upon the other party’s compliance with all terms and conditions herein. Non-compliance will void this waiver.
Sovereign immunity waiver for specific performance clause
This variation focuses on enforcement of specific performance obligations.
The [Government Entity] waives its sovereign immunity to allow claims seeking specific performance of obligations outlined in this Agreement. This waiver does not extend to claims for damages or other remedies.
Sovereign immunity waiver for administrative proceedings clause
This variation allows claims to proceed through administrative channels.
The [Government Entity] waives its sovereign immunity to the extent necessary to allow disputes to be resolved through administrative proceedings under [specific statute or regulation]. Any appeals or subsequent litigation are not covered by this waiver.
Broad sovereign immunity waiver clause
This variation provides a general waiver for disputes arising under the Agreement.
The [Government Entity] waives its sovereign immunity for all claims directly related to this Agreement, provided such claims are filed within the courts of [specified jurisdiction]. This waiver includes both monetary and equitable relief but excludes punitive damages.
Sovereign immunity waiver for limited jurisdictions clause
This variation allows claims only in specific jurisdictions.
The [Government Entity] waives its sovereign immunity for claims arising under this Agreement, but only in the courts of [specific jurisdictions]. Any claims filed outside these jurisdictions will not be covered by this waiver.
Sovereign immunity waiver with mediation clause
This variation conditions the waiver on mediation being attempted first.
The [Government Entity] waives its sovereign immunity for disputes arising under this Agreement, provided that the parties first attempt to resolve the dispute through mediation. If mediation is unsuccessful, claims may proceed under the terms of this waiver.
Sovereign immunity waiver for breach of confidentiality clause
This variation focuses on claims for breaches of confidentiality obligations.
The [Government Entity] waives its sovereign immunity for any claims related to breaches of the confidentiality obligations outlined in this Agreement. The waiver applies only to compensatory damages and does not extend to injunctive relief.
Sovereign immunity waiver for cross-border claims clause
This variation addresses international claims related to the Agreement.
The [Government Entity] waives its sovereign immunity for claims arising from cross-border transactions under this Agreement, provided such claims are resolved through arbitration in accordance with [specified rules]. This waiver is limited to monetary damages.
Sovereign immunity waiver for force majeure disputes clause
This variation applies to disputes involving force majeure events.
The [Government Entity] waives its sovereign immunity for claims arising from disagreements over the interpretation or application of the force majeure provisions in this Agreement. This waiver applies only to disputes filed within [number] days of the event.
Sovereign immunity waiver with prior notice clause
This variation requires prior notice to activate the waiver.
The [Government Entity] waives its sovereign immunity for claims under this Agreement, provided the other party gives written notice of its intent to file such claims at least [number] days in advance. Failure to provide notice will void the waiver.
Sovereign immunity waiver for specific remedies clause
This variation limits the waiver to particular types of remedies.
The [Government Entity] waives its sovereign immunity solely for claims seeking [specified remedies, e.g., injunctive relief or declaratory judgment]. Claims for monetary damages remain subject to sovereign immunity protections.
Sovereign immunity waiver with arbitration clause
This variation waives immunity for arbitration and its enforcement.
The [Government Entity] agrees to waive its sovereign immunity for disputes resolved through arbitration under this Agreement and for enforcement of any resulting awards. This waiver is limited to the terms and scope outlined in the arbitration provisions.
Sovereign immunity waiver for emergency actions clause
This variation applies to urgent legal remedies.
The [Government Entity] waives its sovereign immunity for emergency actions, including temporary restraining orders or preliminary injunctions, directly related to this Agreement. This waiver does not extend to final judgments or monetary damages.
Sovereign immunity waiver for monetary claims only clause
This variation restricts the waiver to financial compensation.
The [Government Entity] waives its sovereign immunity solely for monetary claims arising under this Agreement. Claims for injunctive relief, declaratory judgments, or other non-monetary remedies remain subject to sovereign immunity protections.
Sovereign immunity waiver tied to contract duration clause
This variation limits the waiver to the term of the Agreement.
The [Government Entity] waives its sovereign immunity for claims arising under this Agreement, but only for disputes occurring during the term of the Agreement. Any claims filed after the expiration or termination of this Agreement will not be covered by this waiver.
Sovereign immunity waiver for non-performance disputes clause
This variation focuses on disputes resulting from failure to perform obligations.
The [Government Entity] waives its sovereign immunity for disputes involving non-performance or breach of obligations outlined in this Agreement. The waiver is limited to compensatory damages directly tied to the failure to perform.
Sovereign immunity waiver for pre-Agreement actions clause
This variation extends the waiver to actions occurring before the Agreement was signed.
The [Government Entity] waives its sovereign immunity for claims arising from actions or representations made during pre-contractual negotiations that directly relate to this Agreement. This waiver is subject to the limitations outlined herein.
Sovereign immunity waiver for negligence claims clause
This variation permits claims based on negligence under the Agreement.
The [Government Entity] waives its sovereign immunity for claims alleging negligence in the performance of obligations under this Agreement. The waiver does not extend to gross negligence or willful misconduct.
Sovereign immunity waiver with liability cap clause
This variation sets a financial cap on claims under the waiver.
The [Government Entity] waives its sovereign immunity for claims arising under this Agreement, provided that total liability does not exceed [amount]. Claims exceeding this amount are subject to sovereign immunity protections.
Sovereign immunity waiver for ancillary agreements clause
This variation extends the waiver to related agreements.
The [Government Entity] waives its sovereign immunity for claims arising not only under this Agreement but also under any ancillary agreements executed as part of this transaction. The waiver is limited to the terms specified in each agreement.
Sovereign immunity waiver for expedited dispute resolution clause
This variation encourages quicker resolutions for disputes.
The [Government Entity] waives its sovereign immunity for claims filed under expedited dispute resolution procedures outlined in this Agreement. This waiver is strictly limited to the timelines and scope of the expedited process.
Sovereign immunity waiver for intellectual property disputes clause
This variation applies to disputes involving intellectual property rights.
The [Government Entity] waives its sovereign immunity for claims involving intellectual property disputes under this Agreement, including infringement or misappropriation claims. This waiver applies only to disputes directly related to Agreement obligations.
Sovereign immunity waiver with audit rights clause
This variation ties the waiver to audit-related disputes.
The [Government Entity] waives its sovereign immunity for disputes arising from audit findings conducted under the provisions of this Agreement. This waiver is limited to resolving discrepancies identified during the audit process.
Sovereign immunity waiver for third-party enforcement clause
This variation allows third parties to enforce specific terms under the Agreement.
The [Government Entity] waives its sovereign immunity to permit enforcement of specified terms under this Agreement by third parties explicitly named herein. The waiver is limited to the scope of enforcement rights granted to such third parties.
Sovereign immunity waiver for environmental compliance disputes clause
This variation applies to disputes over environmental obligations.
The [Government Entity] waives its sovereign immunity for claims arising from failure to comply with environmental obligations specified in this Agreement. This waiver is limited to remedies required to achieve compliance and does not extend to unrelated damages.
Sovereign immunity waiver for termination disputes clause
This variation applies to disputes over Agreement termination.
The [Government Entity] waives its sovereign immunity for disputes arising from the termination of this Agreement, including claims related to breach of termination provisions or resulting damages. This waiver is limited to disputes filed within [number] days of termination.
Sovereign immunity waiver for unforeseen circumstances clause
This variation permits claims resulting from unexpected events.
The [Government Entity] waives its sovereign immunity for claims directly related to unforeseen circumstances impacting the performance of this Agreement, provided such claims are filed within [number] days of the event and do not exceed [amount].
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.