Non-disclosure agreement with a foreign company

[Steve Scheffler]

I wanted to know what the issues are, if any, when you have a foreign company sign a NDA. Is it any good legally and enforceable just like it would be if you had a US company sign it?

[Steve Scheffler]

Anyone know where I could at least go to find the answer to this inquiry of mine?

[akula]

I wanted to know what the issues are, if any, when you have a foreign company sign a NDA. Is it any good legally and enforceable just like it would be if you had a US company sign it?

no..you assumption is not correct.
nda's are largely unenforceable no matter where you sign them.
there is a lot of reasons for this.

[Steve Scheffler]

So why are NDA's unenforceable and is there any point in having one signed in the first place then since they are not really enforceable?

[akula]

yea..NDA's have their roots in corporate america

NDA's work within the context of litigation
specifically, when three or more parties are negotiating a deal, and something goes wrong, NDAs are designed to prevent too many documents getting in to too many hands.

namely, if parties A and B discuss something detrimental to party C, and then Party C sues party A, party A doesn't want party B to be sharing documents with party C. that's why it gets Party B to sign a non disclosure.

as far as startups go, however, NDAs are ill suited for the task. namely, NDAs are often mentioned within the context of funding whereby a founder approaches a financier and asks the financier to sign an NDA to prevent the financier from telling other people about the deal. this can't work in any way, shape or form, because financiers operate in syndicates..in most cases the only important trigger for whether a financier commits to a round of finance, is if he can get his friends to do the same in order to spread their risk. in other words, the whole point of approaching a financier is to get them to talk about the deal to other financiers..this is why financiers do not sign NDAs...it impedes their ability to do their job.

so..those considerations aside..yes, there is no point asking for an NDA to be signed if you don't have the money to pursue your NDA rights in case there is an infringement..in other words NDAs are usually unenforceable either because the litigant doesn't have any money to enforce their rights..or because the NDA is drafted incorrectly making it void or voidable..this can happen in cases where there is no consideration supplied in return for the non disclosure provision, or if the NDA is void for uncertainty..i.e. it is too vague, or so restrictive so as to be punitive or unreasonable...and then of course, there are the evidentiary issues - how the hell do you prove that somebody has breached an NDA? it's not as straightforward as it might seem.