Every NDA from Send NDA is governed by the law of the country you send it from: the country in your address on the form. Not the recipient's, and not the Netherlands because Send NDA is Dutch. You pick the law by picking your country, and the form on the home page says so: "Its law governs the NDA."
That holds whichever way the information flows. If you send a one-way NDA where the recipient discloses, it's still your law.
The clause
For a sender in Germany, the governing law article reads:
This Agreement is governed by the laws of Germany, without regard to its conflict-of-laws rules. Any non-contractual obligations arising out of or in connection with this Agreement are governed by the same laws, to the extent the Parties may choose the law that applies to them. The courts of Germany have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement. The Parties' choice of courts applies only so far as the law allows them to make it; where it does not, the ordinary rules of jurisdiction apply. Either Party may nevertheless seek injunctive or other interim relief in any court of competent jurisdiction.
The last sentence matters in practice. If information leaks abroad, the Disclosing Party can ask a local court there to stop it, without first going home to sue.
State, province or part of the UK
In four countries contract law isn't set nationally, so a country alone doesn't name a legal system. Pick one of them and the form asks for one more field.
| Country | The form asks for | The contract reads |
|---|---|---|
| United States | State | the laws of California and the federal laws of the United States applicable there, and the state and federal courts located in California |
| Canada | Province or territory | the laws of Ontario and the federal laws of Canada applicable there, and the courts of Ontario, Canada |
| Australia | State or territory | the laws of New South Wales and the federal laws of Australia applicable there, and the courts of New South Wales and the Federal Court of Australia |
| United Kingdom | Part of the UK | the laws of England and Wales, and the courts of England and Wales |
For the UK you choose from its three legal systems: England and Wales, Scotland, or Northern Ireland. The states above are examples; yours takes their place.
What your country changes
Most of the agreement reads the same everywhere. Where a country's own law asks for something different, the agreement says it: which statutes a clause cites, whether a penalty for a breach takes effect at all, which courts a dispute goes to, and whether a restraint runs past the term. You see what your country does to the agreement in the preview beside the form as you type.
The penalty for a breach is the clearest case. It holds only where the governing law gives an agreed sum effect, and the clause has to derogate from that law's own articles by name, so a legal system needs wording written for it before it can carry one at all. Where the governing law has none, the tick on the form stays disabled and the agreement carries no penalty, whatever was submitted.
Senders in the Netherlands
A Dutch NDA names the articles where other NDAs refer to "applicable law":
- injunctions under Article 3:296 of the Dutch Civil Code, in summary proceedings (kort geding), backed by a penalty payment (dwangsom);
- whistleblowers under the Wet bescherming klokkenluiders, and trade secrets under the Wet bescherming bedrijfsgeheimen;
- the electronic signature under Article 3:15a of the Dutch Civil Code and the eIDAS Regulation, and the signing record as an agreement on evidence under Article 153 of the Dutch Code of Civil Procedure, conclusive subject to the counterproof Article 151 allows.
Senders in the European Union
An NDA from any EU member state adds a paragraph on personal data under the GDPR: roles follow Article 4, processing on the other's behalf needs an Article 28 agreement first, and a transfer outside the EEA needs a Chapter V basis.
Senders in India
An Indian NDA ends its restraints with the term. Section 27 of the Contract Act voids a restraint of trade beyond it, between businesses as well, so the poaching limb runs during the term only and non-circumvention runs until the term ends rather than twelve months past an introduction. Confidentiality and non-use are untouched and keep their full length.
Senders in Italy, Romania, China or South Korea
Those four hold that a clause in a form one party drew up, where it weighs on the other, binds only where that other approved it apart from the rest. An NDA governed by one of them asks each signer to approve those clauses by heading, in a step of its own before they sign, and the signing record holds the approval as an event beside the signature. Sign an NDA you received shows what that looks like.
Notices
Where a country's law asks something of you rather than of the agreement, you get a notice instead, on the NDA's page and in the email: stamp this within three months, these courts will keep the dispute. Those are things to act on, and they name the statute they come from so you can check them or hand them to a lawyer.
Texts in your own language
Some countries ask for the agreement in their own language when one of their companies or citizens is a party. Send NDA then issues a text in that language beside the English, in the same document and under the one signature: Bahasa Indonesia, French for Quebec, Turkish, Korean, Lithuanian, Slovene and Serbian. Tabs above the agreement switch between the texts. The English is the text you're both bound by, and every text says so in its own language.
The language follows either party's country, so a text can appear once the recipient fills in their details. It's one of the changes you see before you countersign.
The other party's law
The law that governs is yours. The other party's own law still reaches the agreement, and it can only take something away: a rule that added an obligation would need the party it binds to agree to it again. That's what takes employees out of the no-poaching limb where either of you is in a country that protects them, and what takes the restraints out altogether against a person in a state that holds them to none. The optional clauses names which.
The recipient's own answers do the same. Their country, their state and their answer to the consumer question land when they fill in their details, and the agreement is worked out again there and then: a recipient signing for themselves rather than for a business takes the penalty and the agreement on how loss is proved out of it, and puts in a sentence saving the protections their own law gives a private individual. Before you countersign you see what moved, clause by clause, and the signing record notes that you saw it.
Choosing well
Your own law is usually the one you and your lawyer know best, and the courts you can reach. If the other side insists on theirs, they can send the NDA to you instead: whoever sends it sets the law.
Send NDA doesn't tell you whether the template holds up under a particular law. It provides a template, not legal advice, and the terms say the same. Where a lot rides on it, have a lawyer in your jurisdiction review the NDA first.