Section 1--301. Territorial Applicability; Parties' Power to Choose

Applicable Law.

(a) Except as otherwise provided in this section, when a transaction
bears a reasonable relation to this state and also to another state or
nation, the parties may agree that the law either of this state or of
such other state or nation shall govern their rights and duties so long
as none of the parties to the transaction is a consumer and a resident
of New York. Where a consumer is a resident of the state of New York,
New York state law shall apply.

(b) In the absence of an agreement effective under subsection (a), and
except as provided in subsection (c), this act applies to transactions
bearing an appropriate relation to this state.

(c) If one of the following provisions of this act specifies the
applicable law, that provision governs and a contrary agreement is
effective only to the extent permitted by the law so specified:

(1) Section 2--402;

(2) Sections 2-A--105 and 2-A--106;

(3) Section 4--102;

(4) Section 4-A--507;

(5) Section 5--116;

(6) Section 8--110; and

(7) Sections 9--301 through 9--307.