Legal Question in Business Law in California

Re: Non-Disclosure Agreements Between CA and MD

Hello. You should use one non-disclosure agreement and include, among other important provision, which law and forum will govern any disputes arising out of your business relationship.

Thanks. I am in your area, so if you have any further questions, feel free to follow up.

Thanks,

Arkady Itkin

[email protected]

Re: Non-Disclosure Agreements Between CA and MD

First, I think a NDA that was designed with the laws of State X in mind would likely be enforced in a trial in State Y. If the deal is very large or the secrets are quite valuable, I would not hesitate to get legal advice from counsel licensed in both states as to the full validity and enforceability of all provisions, and the overall adequacy of the protection afforded.

If we aren't talking about hundreds of thousands in potential losses, I would use a form designed for the state where trial for a breach was most likely to take place. That becomes a jurisdiction question. Does the underlying contract specify that jurisdiction for disputes shall be in CA, or MD? Then, use a form for that state. If the contract does not specify jurisdiction for disputes, then probably the state where the work will be performed and the secrets divulged would have jurisdiction. Sounds like Maryland.