Contract Interpretation: Forum Selection Clause

摘要

Shell International Deepwater Services, B.V. (Shell Services) and Deep Water Slender Wells, Ltd. (Deep Water) sign a Consulting Agreement under which Deep Water promises to perform "Services" and "Additional Work", as described in the Consulting Agreement. The Consulting Agreement also provides that Shell Services would own the results of the Services, but would have no ownership rights to the results of the Additional Work. Shell Services could obtain access rights to the results of the Additional Work, however, by signing the form of Confidentiality Agreement attached to and made a part of the Consulting Agreement. The Consulting Agreement contains a forum-selection clause providing "that the courts of The Hague, The Netherlands, shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or relating to the Consulting Agreement or breach thereof." Deep Water performs the work defined as Services under the Consulting Agreement, and Shell Services receives a report regarding the results of this work in which Shell Services has ownership rights.