Legal Question in Business Law in California

I'm working toward licensing an invention to an established company. They want to work with their NDA, one clause causes me to worry:

"7. Exemption Clause

The parties shall exempt the respective other party of all damage claims or costs (including court and lawyer fees) which arise from a violation of the confidential agreement. This obligation shall extend also to a possible violation of the confidential agreement of their employees or other third parties which are included into the personal scope of application of this agreement."

Do I understand correctly that this means that there's no recourse if they violate the confidentiality? It seems to invalidate the rest of the agreement (which mentions a fixed penalty for violation).

The company and agreement jurisdiction is Germany, I am in USA.


Asked on 4/21/16, 4:04 pm

1 Answer from Attorneys

That would appear to be what it says, however, a) you can't ask us CA lawyers to opine on the German law interpretation of a contract clause, and b) you may have a bum translation.

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Answered on 4/21/16, 5:09 pm


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