International NDA

Dear Deepak,

Your query is quite interesting, and is faced by Indian Corporate Houses on routine basis, while dealing with their foreign counterparts.

The process for execution of such NDA shall be as under:

1. Execute the NDA on non-judicial stamp papers of appropriate value of the state where the NDA is to be executed in India (refet Stamp Law of respective state with stamp duty schedule)

2. Ideally you should keep the NDA to be governed by 'Laws of India', and the jurisdiction of the Courts of the state, you are based at should be kept.

3. Alternatively, you may consider 'arbitration' as a means of dispute resolution with place of jurisdiction in India, acoording to the 'Arbitration and Conciliation Act, 1996'.

BUT, DO CONSIDER THE FOLLOWING ISSUES (as every agreement should consider the remedies available in case of default by the opposite party) :

1. Does the Vendor have 'place of business' and 'considerable assets' in India, so that in case of any default by Vendor, the Courts in India may in case of non-payment of damages, attch those assets.

2. In case the Vendor have no 'place of business' in India, where the legal notices and subsequent court communications (summons etc.) for default by Vendor shall be served. As serving notices in foreign jurisdiction is a process through MEA and shall obviously have its own process. Also, even in case a favourable decree is passed by India Courts, that need to recognized and enforced in such foreign jurisdiction, and will require the legal proceses that country only(say China in your case).

Given all these issues, the decision for execution of NDA should consider the business prospects, stake involved, credit of the Vendor, past experiences with the Vendor, and offcourse relations between India with the country of such Vendor (in your case 'China').

Regards

Naveen BHardwaj

Attorney at Law (India)

<< This is not an professional legal advice, and the author expressly disclaims any liability out of action based on the communication. The user is advised to take proper legal assistance before acting upon the communication>>

Hello Naveen Sir,

The clarification given above is really helpful, however I have few query's,  if your goodself (or any learned sirs/friends) can clarify I shall be glad.

Entering into cross border contracts i.e. international contracts say for example India and USA, and governing law of the Contract and Jurisdiction to adjudicate the matter is USA (or any other country as per the case), now my query is, 1. is non - judicial stamp paper mandatory, 2. If mandatory then on which country stamp paper, 3. If arbitration is chosen also then the stamp paper necessary, 4. If stamp paper taken in India is the contract valid in USA as Jurisdiction is USA, 5. And if Jurisdiction is in India to adjuidcate the matter then the Party from other country should have the Notary of their country to sign or any other official governing body to authenticate the Contract or just Party's signature and seal is enough to validate the contract. 6. Where can I find the relevant study material on this subject for clarifications.

Thank you very much for your time spent on my query, hope my queries can be answered.

Have a good day.

Madhu Basan

Hyderabad.

Hello Mr. Naveen,

First of all thanks allot for your quick reply... Your reply was very helpful to proceed with the agreement signing...

Regards,

Deepak S

Hi Deepak,

Thanks for your credit points.

But on a friendly note, it could have been billed. Anyway your credits are enough to compensate the same.

Thanks and regards

Naveen BHardwaj

Hi there,

I want to hire a SW developer in India. I am an Australian Citizen living in Australia.I have some NDA templates I got from the internet. My question is related to the juridisdiction that has to be mentioned in the NDA document. As an Australian, can I sue a developer in India from Australia or do I have to sue him in front of an Indian court? Need support please and guidance here. Also, need to know what to clearly mention in the jurisdiction clause. Thank you !

Hi,  sir,

I’m  a freelancer  it  consultant, my one client told me sign NDA  agreement  and that  is for 2 year, in  between  if I will  stop working for him or any issue between us  then, can  he take any  action  against me ?what  is rule of sign  NDA  agreement of any software development  project, after sign  NDA  agreement  we need a development contact or NDA  work  alone ,without  any  id or residence proof NDA  agreement is work ?

KUMAR in accordance to your query, will have to go through the NDA agreement that you have signed so that you can be advised properly the terms and the conditions of the agreement.

GEORGE in accordance to your query the agreement will help you to deal with your problem you need to add a clause of Arbitration and the jurisdiction and the binding of the same who will appoint the arbitrator