Legal Question in Intellectual Property in Florida

Premise: A Non Disclosure Agreement is signed in the United States with a corporate entity which is also a wholly owned subsidiary of a foreign company.

If the US subsidiary shares the intellectual property information with the foreign owner, without specific consent of the intellectual property owner, has there been a breech of third party disclosure?

Therefore, is the foreign owner of the US subsidiary considered, for these intents and purposes, the same legal entity, and not a third party?

Is there an internationally recognized, and actionable, NDA?


Asked on 10/21/09, 5:31 pm

1 Answer from Attorneys
Sarah Grosse Sarah Grosse, Esquire

Q1. If the US subsidiary shares the intellectual property information with the foreign owner, without specific consent of the intellectual property owner, has there been a breech of third party disclosure?

A1: No, or maybe. It depends upon the contract.

Q2. Therefore, is the foreign owner of the US subsidiary considered, for these intents and purposes, the same legal entity, and not a third party?

A2: Yes, or maybe. The sister corp could be the same legal entity. One would need to know who is the parent corp and corporate structure.

Q3. Is there an internationally recognized, and actionable, NDA?

A3: No, there is no contract internationally recognized (to my knowledge) except for international treaties. However, that little recognized choice of law clause at the end of contracts dictates how disputes will be handled and under which country's law. That is an important clause when things go wrong.

Kind regards.

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Answered on 10/23/09, 6:36 pm


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