What can an NDA agreement do in case both parties are in different countries?

Most NDAs will include a provision that details which jurisdiction controls. Similarly, an NDA should provide which country’s law applies when enforcing the agreement. Typically the provision will provide for either “exclusive” or “non-exclusive” jurisdiction. The meaning of these terms differ across various legal systems, but “exclusive jurisdiction” usually means that only the specified courts will have jurisdiction to hear disputes; and “non-exclusive jurisdiction” are those courts that can hear disputes but the parties are not prevented from litigating in other courts as well, or instead, if they think it is proper to do so.

One piece of advice – make sure to separate the clauses that address governing law and jurisdiction. The two concepts are unique from one another, and the contract should address them separately and expressly. If the NDA includes one of the clauses and not the other, a court will not automatically assume that the jurisdiction and controlling law should be the same so it’s important to include both.

The attorneys on LawTrades have a ton of experience working with international business issues. Drafting an NDA that protects a US company internationally, or vice versa, is something our legal platform can help you with. Visit us for a no obligation price quote. Hope this helps.

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