How do I write an NDA with the right jurisdiction/governing law?

From a legal standpoint: an NDA is an agreement - something contractual, and therefore is not limited (by law) to any specific jurisdiction. So, you can select Delaware or California, or India for that matter.
From the business aspect, the best jurisdiction to select would depend on:
1. Jurisdictions that are known to be 'friendly' to your type of business.
2. Jurisdictions in which your lawyer is licensed to practice / the cost of lawyers isn't too expensive.
3. Somewhere not to far from where you are physically located - in case you actually have to go to court.

Lastly, best to add a required arbitration or mediation clause if you don't have one.
Good luck

✅ TL;DR (Too Long; Didn’t Read)
If you're incorporated in Delaware but operating out of California, you can legally choose either as the governing law — but practically, choose the one where you're most likely to enforce the NDA.
Use your California HQ address, not the Delaware registered agent.
Registered agents receive legal documents — they’re not your business address.

🛠️ Best practice: choose California law if that’s where your team, operations, or legal support are based. Stick with Delaware only if there’s a strategic or investor-driven reason to do so.

🧠 Full Answer
NDAs are enforceable contracts — and jurisdiction matters if something goes wrong.
Here’s how to think through it practically:
📍 1. What Address Should You Use?
Use your main office address (California), not your Delaware registered agent.
❌ A registered agent exists to receive legal service — not to appear on business agreements.
✅ Your actual HQ shows where you operate, hire, and engage.

⚖️ 2. Which State’s Governing Law Should You Choose?
Either Delaware or California is legally valid. But here’s when to choose which:

Use California Use Delaware
Your HQ and team are in CA You want consistency with DE corp law
You’ll enforce disputes locally Investors expect Delaware contracts
You want lower local legal costs You already have DE-based legal counsel

In short:
✔️ If you're early-stage and want practicality → Go with California
✔️ If you’re raising money or building for acquisition → Delaware may be better

🛡️ 3. Add a Dispute Resolution Clause
No matter what state law you choose, add a clause that says disputes must go to arbitration or mediation in your city.
✅ Saves time
✅ Avoids court
✅ Reduces costs if something goes sideways

🔍 What Was Missing or Impractical in Previous Answer
❌ “You can pick Delaware, California… or India” – Technically true, but not practical. You won't enforce a U.S. NDA in India.

❌ No answer on address – The original response didn’t address the question about using the registered agent address, which is a common mistake for early-stage founders.

❌ Vague business advice – “Choose a friendly jurisdiction” is not useful without examples.
See side-by-side table and real-life founder context.

🧭 Final Word
✅ Use your California HQ address in the NDA
✅ Choose governing law based on where issues would actually be resolved
✅ Include a dispute resolution clause to avoid court if possible
✅ Keep it clean, mutual, and focused on real-world risk

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