Non disclosure agreement
I have two companies agreeing to enter into a Non-disclosure agreement. One is a European company, one is an American company. Both are balking at the part saying the agreement will be governed under the laws of the other country. Is there a standard for agreements between international companies?
Re: Non disclosure agreement
What each of the other respondents has said is generally true. I would add the following thoughts:
Be sure that the parties understand that "choice of governing law" is not the same as "consent to jurisdiction." For a contract between a U.S. company and a German company, for example, some folks might not understand that the law books used to interpret the contract could be German law but the dispute might be litigated in the U.S.A. Or it might be made subject to arbitration in either the U.S.A. or Germany, or somewhere else, for that matter.
And it's always possible to resolve the matter by omitting a choice of law clause from the agreement and letting the chips fall where they may when and if there's a dispute. In that event, a lawsuit might eventuate in either jurisdiction, and the court would apply the principles of "conflicts of laws" to decide whose law books to consult.
Re: Non disclosure agreement
What each of the other respondents has said is generally true. I would add the following thoughts:
Be sure that the parties understand that "choice of governing law" is not the same as "consent to jurisdiction." For a contract between a U.S. company and a German company, for example, some folks might not understand that the law books used to interpret the contract could be German law but the dispute might be litigated in the U.S.A. Or it might be made subject to arbitration in either the U.S.A. or Germany, or somewhere else, for that matter.
And it's always possible to resolve the matter by omitting a choice of law clause from the agreement and letting the chips fall where they may when and if there's a dispute. In that event, a lawsuit might eventuate in either jurisdiction, and the court would apply the principles of "conflicts of laws" to decide whose law books to consult.
Re: Non disclosure agreement
What each of the other respondents has said is generally true. I would add the following thoughts:
Be sure that the parties understand that "choice of governing law" is not the same as "consent to jurisdiction." For a contract between a U.S. company and a German company, for example, some folks might not understand that the law books used to interpret the contract could be German law but the dispute might be litigated in the U.S.A. Or it might be made subject to arbitration in either the U.S.A. or Germany, or somewhere else, for that matter.
And it's always possible to resolve the matter by omitting a choice of law clause from the agreement and letting the chips fall where they may when and if there's a dispute. In that event, a lawsuit might eventuate in either jurisdiction, and the court would apply the principles of "conflicts of laws" to decide whose law books to consult.
Re: Non disclosure agreement
What each of the other respondents has said is generally true. I would add the following thoughts:
Be sure that the parties understand that "choice of governing law" is not the same as "consent to jurisdiction." For a contract between a U.S. company and a German company, for example, some folks might not understand that the law books used to interpret the contract could be German law but the dispute might be litigated in the U.S.A. Or it might be made subject to arbitration in either the U.S.A. or Germany, or somewhere else, for that matter.
And it's always possible to resolve the matter by omitting a choice of law clause from the agreement and letting the chips fall where they may when and if there's a dispute. In that event, a lawsuit might eventuate in either jurisdiction, and the court would apply the principles of "conflicts of laws" to decide whose law books to consult.
