Governing law

An NDA under US law.

The clause Send NDA writes when you send from the United States, and what the law there changes in the rest of the agreement.

The clause

Governing Law and Jurisdiction, as it prints.

Every NDA sent under this law carries this clause. Where the recipient signs as a private individual, it adds a sentence that keeps the protections their own law gives them. Your country decides the governing law; the recipient's own country can only narrow the agreement.

Shown for Delaware. The form names the state you send from, beside the federal law of the United States.

12. Governing Law and Jurisdiction.

This Agreement is governed by the laws of Delaware and the federal laws of the United States applicable there, 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 state and federal courts located in Delaware 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.

What the law changes

What US law does to the rest of the agreement.

This agreement carries no penalty for a breach. We offer one only where we have checked that the law gives it effect and in the shape that law asks for, so loss is proved and claimed in the ordinary way. Where a court holds a clause unenforceable, the agreement asks it to delete from that clause and never to rewrite it, which is what saves the rest of the agreement.