Is a non-disclosure agreement based on US state law valid if one of the parties is not a US citizen?

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Is a non-disclosure agreement based on US state law valid if one of the parties is not a US citizen?

I contracted an editor on-line to edit my fiction manuscript. She sent me NDA form to fill. However, she is American and I’m not, and in the end of the form is stated: “This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California excluding that body of law pertaining to conflict of law, and the parties hereto agree to submit to the exclusive jurisdiction of the courts of California any disputes arising out of the subject matter”. Since I have nothing to do with American laws, is that contract even valid?

Asked on August 1, 2011 Alaska

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

The contract is completely valid--the fact that you are not an American does not make you exempt from ordinary American law, any more than the overseas supplier of an American company can claim that they are not bound by a contract because they are not from the U.S. And even more so: according to the language you quoted, you specifically agreed in writing that 1) California law will apply, and 2) if there is a disupte, it must be brought in a CA court. Those provisions will be enforced against you. Mind you, if you remain outside the U.S. , even though you can be sued and a judgment obtained in the U.S. against you, it may be very difficult for the other party to collect; they would have to try to get your local courts to enforce the U.S. judgement. Many nations will, but not all, and it can be expensive and time consuming even when possible.

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

The contract is completely valid--the fact that you are not an American does not make you exempt from ordinary American law, any more than the overseas supplier of an American company can claim that they are not bound by a contract because they are not from the U.S. And even more so: according to the language you quoted, you specifically agreed in writing that 1) California law will apply, and 2) if there is a disupte, it must be brought in a CA court. Those provisions will be enforced against you. Mind you, if you remain outside the U.S. , even though you can be sued and a judgment obtained in the U.S. against you, it may be very difficult for the other party to collect; they would have to try to get your local courts to enforce the U.S. judgement. Many nations will, but not all, and it can be expensive and time consuming even when possible.


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