Legal Question in Business Law in California

Confidentiality agreement

I want to create a confidentiality agreement with a ghostwriter/editor for a book. I have the intellectual property here in Georgia. The editor lives in CA. Do I need an agreement for both states?

Asked on 2/08/06, 12:34 pm

4 Answers from Attorneys

Charles W. Field Charles W. Field, Attorney at Law

Re: Confidentiality agreement

No. You can do the agreement in GA and specify that GA law applies. However, I strongly suggest that you get a local attorney to prepare the agreement.

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Answered on 2/09/06, 4:40 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: Confidentiality agreement

No, but to avoid confusion or disputes later on, the agreement should specify both:

(1) Which state's law shall govern; and

(2) Which state's courts are intended to have jurisdiction of disputes.

(1) and (2) are usually, but not always, the same. The choice is a matter of negotiation. Generally, each party wants his own state, and absent a compromise, the party with the greater negotiating strength and skills prevails.

From a neutral standpoint, it would be better, I think, to have controlling law and jurisdiction in the state where the property is located.

If you had two different contracts covering the same subject matter, utter confusion could result.

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Answered on 2/08/06, 1:02 pm
Scott Riddle Law Office of Scott B. Riddle, LLC

Re: Confidentiality agreement

In addition to the other response, a lawyer may be able to tell you which state's laws would be more favorable to you.

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Answered on 2/08/06, 1:34 pm

Re: Confidentiality agreement

No. I would recommend that you use a form that states that any disputes arising out of the agreement will be subject to Georgia courts and Georgia law. I don't know if your state has rules barring non-competition provisions, but please understand that California generally does. This should not be a major problem for you assuming you can prove your prior authorship of the book. From these facts it appears you may be able to do so. In that case, on any materials you give to the ghostwriter/editor, be sure to include a copyright notice, i.e., "(c) 2006 by _______________. All rights reserved."

Of course, if the ghostwriter will be the person writing this work, you will need to have an agreement between yourselves that clearly deliniates that the work of the ghostwriter is a "work for hire" under copyright law and sets whatever compensation the ghostwriter will obtain, whether it be a flat fee or equity participation in the publishing of the book.

Feel free to contact me with any questions concerning this matter. Although I am not a Georgia lawyer, I have an entertainment practice and have familiarity with the copyright area.

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Answered on 2/08/06, 1:38 pm

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