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When starting new employment for a company (Company A) based in India it had asked me to sign an NDA for a company (Company B) based in San Jose, USA. The NDA had addressed to me directly and not Company A (or the fact it is contracted or related in any way). It was boilerplate NDA and there were even specific provisions such as:

* Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents.

Which didn't make sense to me has to how it is enforceable for me as a resident in India. Though asked Company A about inconsistency as these didn't get any response (it was verbal) and I just wanted to start working to make a living, so didn't pay heed to it any further.

During my term of employment, they would cite confidentiality agreement and prohibit us from even mentioning the technologies (even the generally known in the industry - which was allowed in the NDA) we were working on. We were not to list even those in the job sites, leave alone a vague broad description of work being done.

I had quit the company about a couple of months back and also, got the proper experience and relieving letter. And also moved to a new country for familial reasons. Now, I have started looking for a job in the new country where LinkedIn profile seems to be a norm and having at least some amount of work experience listed being listed on it an informally known edict for getting a job or at least even an interview.

So to search for gainful employment, I had to mention in vague terms the technologies used (not mentioning exact algorithm or process), why used the technology (for example, worked on cloud service to scale services), and the fact I led two teams for various purpose there (for example, led a team of 4 for deploying automated solutions).

Now I have been sent (over email as an attachment - even though in NDA it is mentioned any notices be sent by formal means i. by personal delivery, ii. overnight courier, iii. telecopy, iv. registered mail) "cease and desist notice" saying it blatant breach of non-confidentiality agreement and that:

  1. Remove all the information related to work from any public or non-public websites including any job sites.
  2. Complete removal of all intellectual property, documents, software code and/or any other information related to the work you performed for Company B while being employed with Company A. (...)
  3. Completely stop discussing about the work, our trade secrets, our technological approaches or anything that you performed for us while employed at Company B with any individual or any entity anywhere in the world

This was sent with a pdf attachment of my LinkedIn profile. I was given only 24 hours to respond to it (not enough time to consult any lawyers or such). And there was threatening wording in the lines of: "You will not receive another cease and desist letter from this office. Should you fail to produce a confirmation in writing within twenty-four (24) hours, a lawsuit against you will be commenced immediately in the County of Santa Clara, California regardless of where or which country you are currently residing and company will pursue maximum penalty for disclosing our competitive and intellectual property information publicly or non-publicly." Which I felt to mean doesn't matter where you go we will be vindictive if need be and make sure you stay silenced. I didn't want to antagonize them, comply with what they said and to have my energy rather be directed to sustain myself in a new Country than anything else. So removed all the details from the LinkedIn profile and sent a polite mail saying I removed the reference with pdf of the LinkedIn profile with details removed. But then also get sent another email reply asking me to send a signed letter with compliance with remaining items too in the cease and desist letter including non-solicitation of the team (this addendum was not there in the letter at all).

I actually don't want to sign anything further anymore (and more soever 24 hours of an unreasonable deadline suggests they want me to consult a lawyer and do so). I would greatly appreciate any advice on:

  1. How to protect myself now. What are the steps I should be taking.
  2. This is severely limiting my ability to search for jobs and find gainful employment to sustain myself in a new country.
  3. Leave even finding gainful employment, my mental peace and the constant cloud of legal threat is a bit stressing and taking a toll on my mental health. I actually don't want to cause harm to their product or future or whatever, I just want them to leave me alone and have me pursue my future in my own terms. Is there any legal recourse I can take that would help me so.
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    Your only hope is to hire an attorney, to defend you against a lawsuit and perhaps negotiate a settlement that you could afford to pay. – user6726 Dec 28 '19 at 18:07
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    Thank you @user6726.But as of the moment I don't reside either in India or US. So how could I defend myself against a lawsuit. – Rana Jay Dec 28 '19 at 18:31
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    Wherever you are, assume they will find you and sue you. So you can contact an attorney in California, who can defend you. You don't have to reside there to hire legal counsel. This matter doesn't clearly relate to India at all. – user6726 Dec 28 '19 at 18:52
  • Thank you @user6726. I understand what you meant to say. But if I were to not pursue the matter and just things take it course. Can judgement whatever form it may take have any affect on my current standing. This would a judgement in a County Court in an country which I have no tie to or plan to ever. So what would be the worst of the outcomes. – Rana Jay Dec 28 '19 at 19:05
  • If you move to North Korea you might be effectively judgment-proof. You might be able to hide in Eritrea. If you move to Canada, regardless of any "ties" or their lack, they can pursue a judgment against you in that country. – user6726 Dec 28 '19 at 20:48
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I just wanted to start working to make a living, so didn't pay heed to it any further.

You seem to have made the mistake of signing a contract, but not taking the obligations of the contract seriously. In both the US and India a contract is a binding obligation. Of course the laws about what is required and what is forbidden to include in a contract and how a contract may be enforced differ significantly between India and the US.

Which didn't make sense to me has to how it is enforceable for me as a resident in India.

You were in India, but the company was in California. In the contract you agreed that disputes about the contract would be governed by California law. You agreed to it, so you are now bound by this agreement, at least in the eyes of the Californian legal system. However, a Californian court has no power to enforce a legal judgment in India. Once Company B had a judgment against you in a Californian court, they would have to file suit in an Indian court to enforce the judgment against you.

To me (not a lawyer) it's not clear that a Californian company would go to the trouble of an international lawsuit over the information contained in a resume on a Linkedin page. Just as you would find it inconvenient and expensive to defend yourself in California, the company would find it inconvenient and expensive to enforce judgment in India. There is a caveat here: if company B does obtain a judgment against you in California, and you ever want to work for a US firm again, there may be consequences for you.

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    Thank you for your time and detailed response @Charles. Deeply appreciate it. – Rana Jay Dec 28 '19 at 20:39
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    "You agreed to it, so you are now bound by this agreement, at least in the eyes of the Californian legal system": not if the contract terms are unenforceable under California law. We routinely get questions here about unenforceable NDAs. – phoog Dec 28 '19 at 21:06

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