Hello Lawyers, I'm starting a unique business structure called a Distributed Entrepreneurial Industrial Democracy. A small amount of information is available on this project at www.MechanikosIndustries.com. So, our purpose is to build two new types of financial supercomputers and one new type of high security corporate intranet that has features needed to run this Distributed Industrial Democracy business model. We need lawyers, as well, by the way. However this is a technology start up situation, not an employment situation, so it is, I think, what is called an At Will relationship. A question has come up for me from a programmer who is now working in San Jose, but might or might not be eventually be granted U.S. citizenship. The situation is this: I certainly want all the programmers who are going to be working on potentially very valuable financial information, and maybe also on the high security corporate intranet software as well, to be sign A Life Long Non Disclosure Non Compete Legal Agreement. I thought at first I should perhaps only open the opportunity to US Citizens. Because, what if something goes wrong? If a US citizen signs a US legal contract with another US Citizen, and something then goes wrong in the business relationship, then the US courts deal with it. This last way is certainly the easiest way to do it. However, India is very well known for computer programming talent. Thus, it may be a very good idea to have the opportunity open to programming talent from both the USA and India. So, my question is this: Is it possible to write A Life Long Non Disclosure Non Compete agreement and have it legally binding in both the USA and India?
A life long non disclosure agreement can be signed if it involves very sensitive data of various organisations and people. The contract has to be registered in India and US both. The company has to have a subsidiary in India too ie a company registered under the Indian law.
A life long non compete cannot be possible as many competitors may emerge in your field.
Non disclosure agreement has no blanket applicability in India and it is circumscribed by the provision of section 27 of the Indian Contract ACT.
Therefore drafting such agreement is required to be customised as per business need and nature of business
Contact in private. .
It would be difficult for you to enforce life long NDA
2) generally NDA would be for specific period of time
3) In USA law in most states provides that parties to a contract with a term of indefinite length may terminate the contract at will. Lichnovsky v. Ziebart International Corp., 414 Mich. 228, 242 (1982
It is a common global law that trade secrets can not be shared by any person other than the owner of an entity up-to a reasonable period of time. Its importance fades away with the passage of time. What is a reasonable period depends on the development of new technology and changes in business trends in any particular field. A period of two to three years is considered reasonable in general. After that court becomes reluctant to accept any claim for trade secrets violations.
Non compete clause in any contract agreement is globally treated as void and voidable in certain cases. The above principle is applicable to all dealing with the competitors.
If you still any doubts contact here for further information and advices.
The jurisdiction in case of disputes arising under the agreement has to be selected
It cannot be both USA and India otherwise it will create havoc if simultaneously two jurisdictions are invoked by the two parties to the agreement, since both may give conflicting decisions on the adjudication of the dispute
It can be anyone.
You can go for arbitration in any one of the countries
Also it needs to be seen what you mean by 'life long non compete'
Life long non disclosure is understood but the above stretches it a bit far
Yes, it is possible to prepare life long NDA when both the parties are agreed to sign MoU we whatsoever terms and conditions are mentioned in it.
Your offer as and acceptance must be so strong that the other party should to be able think about disclosure in anyway.
There’s no boilerplate timeframe for how long a non-disclosure can or should last and the specific timeframe will depend entirely upon the details of the agreement, the preferences of the parties involves, the relationship between the parties, and a number of other factors.
The most critical of factors is the nature of the information being protected and this should be your first consideration.
When we see the Indian legal scenario about the non compete clause, it is prohibited under the Law of Contracts.
Section 27 of the Indian Contract Act-1872 provides that ”Every agreement by which anyone is restrained from exercising a lawful profession or trade or business of any kind, is to that extent void.
Indian law is therefore very clear and strict on this point, any such non compete agreement shall not be binding on the parties and the same shall be null and void. By using the term void ab initio, for such type of agreements it has shown that it has kept such non compete clause in the agreements beyond consideration. Indian courts have also consistently refused to enforce post termination non compete clauses in employment contracts as “restraint of trade” is impermissible under section 27 of the Indian Contract Act-1872, and have held them as void and against the public policy because of their potential to deprive an individual of his or her fundamental right to earn a living.
As per US laws:
When an employee enters a new working relationship the new employer may ask him to sign legally binding agreements, the most common are:
There are several clauses found in non-compete agreements, more or less enforceable, depending on different factors: the state where the employee resides, the length of the restriction, and the geographical limitation.
Determining the enforceability of a contract is not easy. If the restriction is too harsh, for example, it could infringe on the person’s basic ability to work and make a living hence making it less enforceable.
