Jurisdiction and Venue Clause Emails

Dear [Name], We have reviewed the jurisdiction and venue provisions in Section [X] and need to propose modifications. The current draft requires exclusive venue in the state and federal courts of [Their City/State]. This would impose significant burdens on our company in the event of any dispute: - All litigation travel and accommodation costs for our legal team and witnesses - Requirement to engage local counsel in [Their State] in addition to our regular outside counsel - Time zone and scheduling challenges for our executives and employees - Inherent disadvantages of litigating in unfamiliar courts We propose changing the venue to [Your City/State], where our headquarters and principal operations are located. As the receiving party under this NDA, we would be the defendant in any enforcement action, and requiring defendants to litigate in their home jurisdiction is common practice. Alternatively, if exclusive venue in our location is not acceptable, we would propose: Option A - Defendant's Home Court: "Any action arising from this Agreement shall be brought exclusively in the state or federal courts located in the jurisdiction where the defendant's principal place of business is located." Option B - Non-Exclusive Venue: "The parties consent to the jurisdiction of the state and federal courts of [Their State] and [Your State], and agree that venue is proper in either jurisdiction." Either approach is more balanced than the current one-sided provision. Best regards, [Your Name]

Dear [Name], Following our discussion about the venue provision, I have a compromise proposal that may address both parties' concerns. We understand your preference for [Their City/State] venue and recognize there may be legitimate reasons for this requirement. Rather than continuing to debate venue location, we propose adding language that mitigates the practical burden of distant litigation: "The parties agree that, to the extent permitted by court rules and applicable law, depositions, hearings, and other proceedings may be conducted remotely via videoconference. The parties shall cooperate in good faith to minimize unnecessary travel and shall not oppose reasonable requests for remote participation in proceedings." This approach: - Preserves your venue selection - Reduces costs for both parties in any dispute - Reflects post-pandemic court practices that broadly permit remote proceedings - Does not prejudice either party's substantive rights We would also propose adding: "For any in-person appearance required in [Their City], the parties agree that reasonable scheduling accommodations shall be made to minimize travel burden, including combining multiple proceedings where practicable." This is a practical compromise that recognizes modern litigation realities. Can we proceed on this basis? Best regards, [Your Name]

Dear [Name], Thank you for your comments on the venue provision. I understand your concerns about litigating in [Our City], but we have substantive reasons for this requirement that I would like to explain. As the disclosing party sharing sensitive confidential information, we need to be confident we can efficiently enforce this agreement if necessary. Our venue requirement serves several purposes: 1. Speed of Response: If we need emergency injunctive relief to stop an ongoing disclosure, we cannot afford delays caused by filing in an unfamiliar jurisdiction or coordinating with out-of-state counsel. 2. Established Relationships: We have existing relationships with local counsel and familiarity with local court procedures that would be critical in a fast-moving enforcement action. 3. Witness Availability: Our executives and employees who would need to testify about the confidential nature of our information are located here. 4. Deterrence Value: Knowing that any dispute will be litigated in our courts provides meaningful deterrence against breach. That said, we recognize your legitimate interest in not being dragged across the country for frivolous claims. We propose the following compromise: "Exclusive venue shall lie in the state or federal courts of [Our City/State]. However, the Disclosing Party agrees that (a) it shall not seek a temporary restraining order without contemporaneous notice to the Receiving Party except in true emergency circumstances, and (b) shall consider in good faith any reasonable request for remote participation in proceedings." This preserves our enforcement advantage while providing some practical protection for you. Best regards, [Your Name]

Dear [Name], Regarding the jurisdiction clause in Section [X], we have a concern with the exclusive nature of the provision. We understand you want the ability to litigate in [Their City] courts. However, an exclusive provision prevents us from bringing claims in courts where we have natural jurisdiction - for example, where our damages occurred or where your representatives are located. We propose changing from exclusive to non-exclusive jurisdiction: Current: "The parties agree to the exclusive jurisdiction of the state and federal courts of [Their City]..." Proposed: "The parties consent to the non-exclusive jurisdiction of the state and federal courts of [Their City] and [Your City]. Each party waives any objection to venue in such courts and agrees not to assert that such venue is inconvenient." This approach: - Gives both parties a consent-to-jurisdiction in each other's home courts - Eliminates forum shopping objections - Allows the plaintiff to choose venue based on practical considerations - Is fairer than forcing all disputes to one location Non-exclusive jurisdiction is increasingly common in commercial agreements because it provides flexibility while still creating certainty about acceptable forums. Would this work for you? Best regards, [Your Name]

Dear [Name], I have a technical comment on the jurisdiction provision in Section [X]. The current draft specifies venue only in the "state courts of [State]." We would like to add federal court as an alternative forum. There are several advantages to preserving a federal court option: 1. Federal Procedure: Federal Rules of Civil Procedure provide more uniform and often more efficient case management 2. Diversity Jurisdiction: As parties from different states, we would have access to federal court under diversity jurisdiction regardless 3. Trade Secret Claims: The Defend Trade Secrets Act provides a federal cause of action, and having federal venue makes sense for potential DTSA claims 4. Perceived Neutrality: Federal courts are sometimes viewed as more neutral for out-of-state parties We propose the following revision: "The parties consent to the exclusive jurisdiction of the state and federal courts located in [City], [State], and agree that venue is proper in such courts." This simple change adds "federal" without changing the geographic location. It preserves your preference for [City] while giving both parties the flexibility to choose the most appropriate forum. Please confirm this revision is acceptable. Best regards, [Your Name]

Dear [Name], Thank you for your proposed language regarding remote proceedings. While we appreciate the desire to minimize travel burden, we cannot agree to mandatory remote proceedings for all matters. Our concerns with a blanket remote requirement: 1. Evidentiary Proceedings: Some matters require in-person witness examination - credibility assessments and document reviews are more effective in person 2. Emergency Relief: TRO and preliminary injunction hearings often benefit from in-person advocacy 3. Court Discretion: We should not contractually bind courts to permit remote proceedings when the court may determine in-person appearance is necessary 4. Technical Issues: Remote proceedings can be disrupted by technical failures at critical moments We propose more limited language: "The parties agree to cooperate in good faith regarding the use of remote technology for proceedings where appropriate, including routine status conferences, non-evidentiary hearings, and depositions where in-person attendance would impose unreasonable burden. Either party may request in-person proceedings for evidentiary hearings, trial, or other proceedings where the party reasonably believes in-person attendance is necessary for effective presentation." This language: - Encourages remote participation where appropriate - Preserves discretion for important proceedings - Does not prejudice either party's litigation rights - Reflects how courts actually manage these issues We believe this is a reasonable approach. Best regards, [Your Name]

Dear [Name], We have been discussing the venue provision and I have a proposal that may bridge our positions. We understand you want [Their City] as the primary venue, and we can accept that for ordinary disputes. However, we are concerned about the exclusive nature of the provision as it relates to emergency relief. If we discover a breach occurring in [Our City] - for example, an employee about to make an unauthorized disclosure - we need to be able to seek an immediate TRO in a court that can act quickly. Filing in [Their City] and waiting for the matter to be heard there could result in irreparable harm while we wait. We propose adding a carve-out: "Notwithstanding the foregoing exclusive venue provision, either party may seek temporary restraining orders or preliminary injunctive relief in any court of competent jurisdiction where such relief may be necessary to prevent immediate and irreparable harm. Any such emergency proceeding shall not waive the parties' agreement that [Their City] courts shall have exclusive jurisdiction over all other matters and over any permanent injunctive relief." This approach: - Preserves [Their City] as the exclusive venue for substantive disputes - Allows either party to get emergency relief where needed - Clarifies that emergency filings do not waive the venue agreement - Is practical and mutual This is a common carve-out in commercial agreements and reflects the practical reality that emergencies do not always occur in convenient locations. Best regards, [Your Name]

Dear [Name], As we finalize the NDA, I want to ensure we have clear agreement on dispute resolution venue given our companies are located in different countries. We strongly prefer that any disputes be resolved in U.S. courts for the following reasons: 1. Familiarity: Our legal team is equipped to litigate in U.S. courts without engaging foreign counsel 2. Language: All proceedings would be conducted in English without translation requirements 3. Procedural Efficiency: U.S. federal courts provide efficient procedures for trade secret and confidentiality disputes 4. Enforcement: Any judgment can be directly enforced against our U.S. assets and operations We propose the following jurisdiction and venue clause: "The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [Your City], United States, for any action arising out of or relating to this Agreement. Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum. Each party consents to service of process by any means permitted by applicable law." The service of process language is important in international agreements to avoid disputes about proper notice. We recognize this may seem one-sided from your perspective. We are willing to discuss whether your interests would be adequately protected by: - Specifying a major U.S. city more convenient for you (e.g., New York or Los Angeles) - Adding provisions for remote participation in proceedings - Agreeing to mediation as a prerequisite to litigation Please let us know your thoughts. Best regards, [Your Name]