contracts

A non-disclosure agreement (NDA) is an agreement signed between two or more parties to prevent the disclosure of confidential information.  It also can be called a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA) or secrecy agreement (SA).

In international business deals the two parties may not share a common language.  In these circumstances, the final contract may be translated into multiple languages and there may be up to two or three different language versions of the same agreement.  Therefore, it is important to specify which language is the “official” version of the contract through a Choice of Language clause.

A choice of law clause, also called a “governing law clause” or “proper law clause,” is a clause used in contracts to identify the type of law that should be applied to interpret the contract.  Since the laws of various countries can differ in how they interpret contracts, without a choice of law clause, a contract may be valid when interpreted under one country’s laws but may be found invalid under the laws of another country.