Legal Question in Business Law in United Kingdom

Re: US non-disclosure agreements valid in UK?

Although the format of English Law NDA's is different to the common form of US NDA ( English Law Documents are drafted with all the Boiler Plate clauses defined first) they contain broadly similar clauses. Depending on the parties relative bargaining strength you can always insist that the law of a predominantly Common Law US state or Commonwealth eg Delaware, Mass. or New York applies with the Courts of that State or Commonwealth having jurisdiction. The point to watch is that there is no automatic enforcement of US judgements in the UK so make sure that Choice of Venue is non exclusive so you can sue in an English court if needs be. Generally an English court will be happy to apply the Law of a US state that derives its Contract Law from English Common Law and incorporates acceptable principles of English Equity as the abovementioned do.

NDA's are difficult to enforce but the three "hurdles" you have to get over in the UK are:-

The information must have the requisite quality of secrecy or confidence.

The information must have been disclosed in circumstances under which a duty of confidence will arise.

There must be an unauthorised use of that information to the detriment of the party communicating it.