Is Non-Disclosure Applicable in all countries?

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If I am involved in a start-up in the US and looking for business partners based in the UK, would a non disclosure agreement still be enforceable?

Attorney Answers

3
Pamela KoslynBusiness AttorneyLos Angeles, CA ·
Every U.S. state and every country has different laws. That's why contracts have "forum selection" clauses, so the parties can agree, as part of their contract, how a dispute will be resolved, and which forum will resolve it (arbitration, mediation, private judge from JAMS, state Superior court, federal court, etc. etc.) and what law will govern (which state, which country). Please see the guide linked below. So you can draft your NDA to provide that it uses a state that enforces them, so your contracting parties will be subject to the jurisdiction of CA courts, if that's where you are, since CA does enforce these agreements. Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.
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Michael Gerity ·
You should note, however, that in some circumstances, the courts will refuse to enforce forum selection clauses in contracts. One example is where a contract involves land located in one state, but the parties attempt to change the forum to another state by contract. The court views its interests in resolving issues regarding land located within its jurisdiction to be superior to the interests of the parties in selecting the forum, and will reject that term of the contract. While an NDA is not the kind of contract with which the forum selection clause is normally rejected, you might find that UK courts take a very different view on this. As such, it might well be worth your time to inquire with an attorney in the UK on this issue. NOTE: Because every legal matter is different, and cannot be addressed in the generalized content of a web site, you should not rely upon the information provided herein as legal advice, nor should you construe anything herein to be an offer to represent you. Legal advice can only come from a qualified attorney after having had an opportunity to become familiar with all of the specific facts and circumstances of a particular legal matter, and to apply or research the relevant law.
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Stuart West ·
I am both a licensed California attorney and a licensed Solicitor in England and Wales and I deal with this issue on a regular basis as I have multiple clients that are multi-continental. Both my colleagues are correct about applicability of laws and choice of law. Unfortunately, the choice of law rules are not consistent between the US and the UK. Therefore, you really need to have an one attorney (solicitor) licensed in both places look at the specific terms of your NDA or you need to have an attorney from you home state and a UK solicitor look at this simultaneously. Please also note that the UK does not have one united legal system--England and Wales has one system, Scotland has a second system and Ireland has a third system. While there are a great deal of similarities between the system, there are also several surprising differences.
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