From: cigs13@vaxa.strath.ac.uk
Newsgroups: misc.legal
Subject: Re: Trade Secrets Agreement
Date: 10 Dec 92 16:10:43 GMT
Organization: Strathclyde University VAX Cluster

X-News: str-va misc.legal:11127

>From: westes@netcom.com (Will Estes)
>Subject:Trade Secrets Agreement For Companies In Different Countries
>Date: Wed, 9 Dec 1992 04:38:10 GMT
>Message-ID:<1992Dec9.043810.23251@netcom.com>

>I'm signing a trade secrets agreement with a small company in another
>country, and I'm at a loss for what to add regarding courts of
>jurisdiction in case the contract were ever violated.  
>
>Basically, they are giving me a right to examine some of their
>technology, and they want guarantees that I won't just steal their
>technology ideas.  Most of what they want is reasonable, and I won't get
>into the details on that.
>
>What I do want to know is how does one ascertain the legal jurisdiction
>for any violations of the contract?  I'm thinking of just modifying the
>standard agreement to say something like "The court of jurisdiction for
>any violation of this agreement will be any federal court in the United
>States, and U.S. law shall apply in the interpretation of this
>agreement."
>
>Of course this is a question for a lawyer, and believe me I will ask my
>lawyer.  But I'm asking the net as well because it's my experience that
>I usually get some excellent additional perspectives on things here that
>my lawyer doesn't give me.
>
>Thanks,
>Will Estes		Internet: westes@netcom.com


Will:

When I was in practice, this kind of question came up.  You can by agreement
make any jurisdiction the "venue" of the contract.  My suggestion is Minnesota
- they have the best (c.1989) trade secret law.  You can have the law of
Minnesota applied elsewhere - but it may cause problems.  

However, I don't believe the "US" is a viable jurisdiction, and while almost
certainly the federal courts could be involved (under "diversity" jurisdiction)
they cannot be selected exclusively as the court system.  You would have to
pick a state, and it would be up to the plaintiff to choose state or federal
court. The easiest state (for the prospective plaintiff) is the state in which
you (the potential defendent) happen to do business in or live... 

Of course, just because jurisdiction is stated and the choice of law made, it
doesn't necessarily exclude other possibilities from being considered as
grounds of jurisdiction (or even in some strange cases as the applicable law). 
The provider of the technology may well wish to sue you in their country, in 
which case you could agree in advance to submit to the jurisdiction of their
courts... or you might find yourself sued there anyway.  Have you considered
putting in a binding arbitration clause instead?


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Newsgroups: misc.legal