When prioritizing clauses for negotiation in a critical agreement, why would an expert consistently rank a 'governing law and jurisdiction' clause as having higher strategic importance than a 'late payment penalty' clause, even if immediate financial impact is similar?

When prioritizing contract clauses, an expert consistently ranks a 'governing law and jurisdiction' clause as having higher strategic importance than a 'late payment penalty' clause because the former establishes the fundamental legal framework for the entire agreement, determining the validity, interpretation, and enforceability of all other clauses, including the late payment penalty itself. The 'governing law' specifies which country's or state's laws will apply to the contract, dictating how its terms are understood and what legal remedies are available. The 'jurisdiction' clause designates which courts or tribunals have the autho....