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Posted Feb 9th, 2012
Should a non-disclosure agreement have a clause for non-circumvention if the US manufacturer also
has outsourcing entity in China?

Additional Details:
Can a manufacture forward the designs to China without breaching the non-disclosure agreement? How
does one protect product design from infringement in China or other international territories?
Legal Topic Area: Intellectual Property in NJ

Since you are dealing with the U.S. entity only, the classic solution is to: (a) give the party with whom you are contracting the express right to show the design to third parties, provided that the third parties have executed and agreed to be bound by the agreement (which your counterpart needs to take care of); (b) give you indemnity against any breach by the third parties; and (c) consent to the jurisdiction of the U.S. courts for breach by your counterpart or any of the third parties.

An attorney can assist you with this.


Answered on Feb 9th, 2012 at 4:32pm