nondisclosure - confidentiality

What is the name of your state? OH

I have a 'non-disclosure and confidentiality' agreement that will be used for an individual or business owner, who is looking to purchase my web-based business but first wants to evaluated information that is considered confidential.

'This Non-Disclosure And Confidentiality Agreement (the _Agreement_) governs the disclosure and confidentiality by and between _________________ (the _Interested Party_) and XXXXX (the _Disclosing Party_) whereas,...'

Here is the issue, as I reside in OH and state in the agreement:

....This Agreement shall be governed by the laws of the State of Ohio, notwithstanding the fact that one or more of the parties to this Agreement may currently be or become a resident or citizen outside of the state.

Since the potential buyer resides in Canada:

A) Will a clause stating the agreeement is to be governed within a state within the United States apply if one of the parties resides outside of the U.S.?

B) Should his/her address be specified in the initial paragraph that defines the parties?
(the _Interested Party_) , and individual at XXXX, Canada (address).

C) Does all confidential information need to be labeled 'confidential' when it is passed on to the Interested Party, assuming the agreement has been executed?

A) Will a clause stating the agreeement is to be governed within a state within the United States apply if one of the parties resides outside of the U.S.?

A: If the stuff gets to Canada, a Canadian court will (I guess) say it has jurisdiction.



B) Should his/her address be specified in the initial paragraph that defines the parties?
(the _Interested Party_) , and individual at XXXX, Canada (address).

A: Yes.



C) Does all confidential information need to be labeled 'confidential' when it is passed on to the Interested Party, assuming the agreement has been executed?

A: Yes.






I've worked with these things before; they don't stop anyone from spilling secret stuff.

seniorjudge said:

I've worked with these things before; they don't stop anyone from spilling secret stuff.

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ESPECIALLY one that has NOT been written by a competent attorney.

I know I'm just asking for trouble, but is there a liquidated damages clause in there somewhere? I'd worry more about that than a conflict of law issue with Canada...

If the stuff gets to Canada, a Canadian court will (I guess) say it has jurisdiction.

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Sounds undefined, whether state law applies



closest thing to liquidated damages:

'Disclosing Party shall have the right, in addition to any other rights or remedies available at law or in equity, to obtain injunctive relief'

######################################

Also, is there any reason I would need to idemnify Receiving Party:
'...Disclosing Party agrees to indemnify and hold harmless Interested Party and its affiliates, officers, directors, employees,'

BTW: SeniorJudge - I know someone who used a non-disclosure as a basis for a lawsuit, sued and won in California court. The Defendent lost a business over it.

JETX said:

ESPECIALLY one that has NOT been written by a competent attorney.

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Yep. No argument there!

The ones I saw (and I saw tons of them) were written by utility company lawyers.

Draw your own conclusions.

legly said:

Sounds undefined, whether state law applies



closest thing to liquidated damages:

'Disclosing Party shall have the right, in addition to any other rights or remedies available at law or in equity, to obtain injunctive relief'

######################################

Also, is there any reason I would need to idemnify Receiving Party:
'...Disclosing Party agrees to indemnify and hold harmless Interested Party and its affiliates, officers, directors, employees,'

BTW: SeniorJudge - I know someone who used a non-disclosure as a basis for a lawsuit, sued and won in California court. The Defendent lost a business over it.

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Well, there you go. I thought OJ was guilty!

You Are Guilty said:

I know I'm just asking for trouble, but is there a liquidated damages clause in there somewhere? I'd worry more about that than a conflict of law issue with Canada...

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And lets not forget... having to enforce that judgment in Canada...

JETX said:

And lets not forget... having to enforce that judgment in Canada...

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That's the easy part! All you need is a "This Judgment Will Be Enforceable in Canada, eh?" Clause.