[ Docs ](https://sendnda.com/docs)     

 [ The agreement ](https://sendnda.com/docs/the-agreement)     

Governing law
=============

Whose law governs the NDA, and why some countries ask for a state or a part of the UK.

 02

The agreement
-------------

Article 5 of 5

 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 and any non-contractual obligations arising out of or in connection with it are governed by the laws of Germany, without regard to its conflict-of-laws rules. The courts of Germany have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, to the extent such exclusivity is permitted by applicable law. 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, United States, and the state and federal courts located in California |
| Canada | Province or territory | the laws of Ontario, Canada |
| Australia | State or territory | the laws of New South Wales, Australia |
| United Kingdom | Part of the UK | the laws 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 template reads the same everywhere. Two groups of senders get wording of their own.

### Senders in the Netherlands

Dutch law is the one legal system the template cites by statute, so 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.

The [penalty for a breach](https://sendnda.com/docs/the-agreement/clauses) only takes effect under Dutch law.

### 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.

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](https://sendnda.com/legal/terms) say the same. Where a lot rides on it, have a lawyer in your jurisdiction review the NDA first.

 Checked against the contract template on 21 September 2026.

 [   How long it runs ](https://sendnda.com/docs/the-agreement/how-long-it-runs)