This doc does contain a great argument for using California law, not Washington law, to analyze the 2002 NDA. Paragraph 11,

11. The first issue raised by Plaintiff is that Washington State law should be applied in analyzing the 2002 NDA rather than California law. The test used to determine which state law should apply is Utah’s "most significant relationship" test. This is a highly factual test based on several factors: 1) the place of contracting, 2) the place of negotiations, 3) the place of performance, 4) the location of the subject matter, and 5) the domicile, residence, nationality, place of incorporation and place of business of the parties.1 Under this test, Washington law only applies if Washington "has the most significant relationship to the transaction and the parties in the case."2 Therefore, in order to oppose Plaintiff’s motion, e.Digital needs to conduct factual discovery in order to fully address the five factors of the "most significant relationship" test. This discovery would include the following:

a. document requests and interrogatories related to the initial contract negotiations and where they occurred;

b. document requests and interrogatories related to correspondence between the negotiating parties;

c. document requests and interrogatories related to the places of performance of the contract terms;

d. document requests and interrogatories related to the location of the subject matter of the 2002 NDA;

e. document requests and interrogatories related to the domicile, residence, nationality, place of incorporation and place of business of the negotiating parties and their successors in interest;

f. and depositions of all parties involved in negotiating and signing the 2002 NDA.

It is strongly believed that this further discovery will create at the very least a genuine issue of material fact regarding what state had the most significant relationship to the contracting, negotiation, and performance of the 2002 NDA, and thus whether California law should in fact apply to the analysis of the 2002 NDA. Accordingly, in order to oppose Plaintiff’s motion, e.Digital respectfully requests a continuance from the Court to conduct the above discovery.