NDA - California Law

[Peoplesoft bloke]

Been asked to sign an NDA - we have no contractual relationship (yet). This is for a US company that operates in the UK. It says that the agreement is under California State and US Federal law. Obviously I don't intend to break it - but I am slightly worried that in the event of any dispute I'd end up having to pay some Saul Goodman alike in California? Considering asking for a version for UK law but not sure if I am overthinking it.

[Paralytic]

Been asked to sign an NDA - we have no contractual relationship (yet). This is for a US company that operates in the UK. It says that the agreement is under California State and US Federal law. Obviously I don't intend to break it - but I am slightly worried that in the event of any dispute I'd end up having to pay some Saul Goodman alike in California? Considering asking for a version for UK law but not sure if I am overthinking it.

Is it you or your Ltd company that being asked to sign it, as that's who is owning the risk of being chansed by Lionel Hutz. Obviously safer if its your Ltd company.

Probably overthinking it though - so long as you comply - but you could get a lawyer to review it if it makes you feel safer.

[Fred Bloggs]

Be very careful, you may find your professional indemnity insurance doesn't cover issues beyond the UK jurisdiction. It would be normal for US claims against the Ltd Co to not be covered by a UK insurance policy. It may be either very difficult or very expensive (or both) to obtain PII to cover US liabilities. Myself, I wouldn't do work under US jurisdiction without good PII cover.

[Lance]

Be very careful, you may find your professional indemnity insurance doesn't cover issues beyond the UK jurisdiction. It would be normal for US claims against the Ltd Co to not be covered by a UK insurance policy. It may be either very difficult or very expensive (or both) to obtain PII to cover US liabilities. Myself, I wouldn't do work under US jurisdiction without good PII cover.

or use a new LTD with no assets in and remove all money ASAP. Limited liability does have some benefits.

[Fred Bloggs]

or use a new LTD with no assets in and remove all money ASAP. Limited liability does have some benefits.

That may be the case, but I am absolutely not sure a director has full immunity from charges in US courts. (Completely different, I know, but ex-executives of failed US biotech firm Theranos are on trial personally in California at the moment).