In 30 seconds
When a US or UK company signs with an Italian business, write the forum clause as exclusive, decide the governing law on purpose, and keep a second signature on onerous standard clauses. A vague clause can leave you in the wrong court.
Most disputes with an Italian partner start with a contract signed in a hurry, on standard terms. A few lines about courts and law decide where you will have to fight and which rules apply. This guide covers the points that matter most.
Choice of court
Within the EU, a written clause choosing a court is generally exclusive unless the parties say otherwise (Regulation (EU) 1215/2012, art. 25). If one party is outside the EU, such as a US or UK company, practitioners advise stating the exclusivity expressly. Italian case law has refused to treat a clause as exclusive when the contract only said a court “shall be competent”. Say “exclusively”.
Governing law
Parties are generally free to choose the law that governs the contract, but mandatory rules of the country of the court or of the place of performance can still apply. A choice of English or New York law does not remove Italian rules on, for example, commercial agents or late payment: see agents and distributors. Choose the law with advice, not by default.
Frequent case
A problem that happens often. Frequent case described in general terms: names, places and details do not refer to real people or cases.
A US company sells software licences to a firm in Naples using its own online terms, which choose a US court. The Italian firm later disputes the invoices and sues in Naples. Whether the US clause binds the Italian firm depends on how the terms were accepted and on whether the clause was exclusive.
The best path for you
Usually the best path is: (1) write the forum clause as exclusive and consider where you will need to enforce; (2) choose the governing law with advice; (3) have the Italian party sign the onerous clauses a second time; (4) keep an Italian or bilingual version. This costs little before the dispute and can save a lot after it.
Facing a similar situation? You can send your documents to the firm for an assessment, from anywhere in the world.
The second signature on onerous clauses
Under Italian law, in contracts on standard terms prepared by one party, certain onerous clauses, such as limits on liability, penalties or choice of court, need specific written approval by the other party. In practice this is a second signature, citing each clause by number and heading. Specialist guides report that, for international contracts and non-EU counterparties, the rule may not apply to the forum clause. Whether it applies to other onerous clauses in international contracts is less clear, so many practitioners still ask for the second signature.
Language and evidence
- Sign an Italian version, or a bilingual version stating which language prevails: see signing contracts in Italian.
- Keep purchase orders, delivery notes and emails: Italian courts rely on written proof.
- State where notices go (address, email, PEC).
How attorney Fiorentino can follow you
- Review your standard terms for Italian customers and suggest changes.
- Check whether your forum and governing-law clauses will hold in Italy.
- Prepare a bilingual version and the second-signature page.
Frequently asked questions
Can my US or UK court clause be enforced against an Italian company?
It depends on the wording and on how the terms were accepted. State exclusivity expressly and keep proof of acceptance.
Is Italian law mandatory in Italy?
Some rules are mandatory whatever the contract says. We check them case by case.
Do I need a second signature on every clause?
Only on certain onerous clauses in standard terms. Many advisers still ask for it to be safe.
Is an English-only contract valid?
It can be, but proof and understanding problems arise. Ask us to review it.
Related guides
Read also: Scams in Naples Rental and Sale Listings: How to Avoid Them · Car or Scooter Accident in Naples: Insurance and Compensation.
Learn more: Legal guides from Studio Legale Fiorentino.
A company dispute or project in Italy?
Every situation must be assessed on the documents of the specific case. You can consult the firm from anywhere in the world: by video call, phone, WhatsApp or email. Appointments in person in Naples (Piazza Giovanni Bovio 22 and Via Monte di Dio 14), Rome and Bari.
Official sources
Information updated on October 13, 2026. This is general information, not legal advice. The firm does not advise on United States or United Kingdom law or taxes.
Do you have a similar issue?
Every situation depends on the documents of the specific case. You can contact the firm from anywhere, remotely.