Question
Is an NDA enforceable when working with an overseas company?
I want an Indian company to sign a non-disclosure agreement before discussing a project—will it hold up internationally, and what type of NDA should I use?
Answer
NDAs are useful tools, but international ones bring added challenges. Enforceability depends on the legal systems involved and which country’s courts have authority.
Two key clauses matter most:
- Governing law – Which country’s (or U.S. state’s) laws apply.
- Jurisdiction – Where disputes will be handled (U.S. courts, Indian courts, or arbitration).
As for the type of NDA:
- If only one side is sharing information, you might look into a one-way NDA.
- If both sides are sharing, a mutual NDA (MNDA) is often used.
Your NDA should also clearly define what’s “confidential,” list obligations to protect it, and outline remedies if breached. Because cross-border enforcement can be complex, you can request a Legal Pro review to understand how your NDA applies internationally.
What to consider in your specific situation
While NDAs are common, each international agreement can play out differently. Key factors include:
- The type of information shared.
- One-way vs. mutual NDAs.
- Choice of law and jurisdiction.
- How enforcement works in the partner’s country.
- The practicality and cost of enforcement.
Because each international deal is different, you can use Rocket Copilot to get more information or request a Legal Pro review of your draft NDA.
At Rocket Lawyer, we follow a rigorous editorial policy to ensure every article is helpful, clear, and as accurate and up-to-date as possible. This page was created, edited and reviewed by trained editorial staff who specialize in translating complex legal topics into plain language, then reviewed by experienced Legal Pros—licensed attorneys and paralegals—to ensure legal accuracy.
Please note: This page offers general legal information, but not legal advice tailored for your specific legal situation. Rocket Lawyer Incorporated isn't a law firm or a substitute for one. For further information on this topic, you can Ask a Legal Pro.
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Disclosures
- This page offers general legal information, not legal advice tailored for your specific legal situation. Rocket Lawyer Incorporated isn't a law firm or a substitute for one. For further information on this topic, you can Ask a Legal Pro.