San Ramon, CA asked in Contracts for California

Q: I signed an NDA, it states that actions are defined under the laws of Delaware. I dont live in Delaware Does this matter

Hi, i recently signed a "MUTUAL NON-DISCLOSURE AGREEMENT" for a small business and the person who sent it to me is threatening to sue for doing something I didn't do while he has no evidence of me doing it. In the NDA it says "This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state." but both myself and the other person involved in the situation live in California, does this NDA still effect me?

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2 Lawyer Answers
Jason Brooks
Jason Brooks
  • los angeles, CA
  • Licensed in California

A: Yes it affects you. If there is a lawsuit filed in connection with this NDA it would be litigated under Delaware law, even if the lawsuit is filed in California.

Bruce Alexander Minnick agrees with this answer

A: Of course it does. Why? Because you AGREED to be bound by all the terms of the NDA when you signed it. The principle of law involved is called "comity" which exists to make sure people cannot get out of binding contracts as easy as you would like to.

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