The Non Disclosure Agreement And Confidentiality Agreement is essential for businesses operating in Singapore seeking to protect sensitive information during commercial relationships, negotiations, or employment. This document, governed by Singapore law, provides robust protection through detailed confidentiality provisions, compliance with local data protection regulations, and clear enforcement mechanisms. It's particularly relevant given Singapore's position as a global business hub and its strong legal framework for protecting business interests and confidential information.
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1. Parties: Identifies the disclosing and receiving parties, including their registered addresses and company details
2. Background: Explains the context and purpose of the agreement, including the nature of the relationship between parties
3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose' and other relevant terms
4. Scope of Confidential Information: Specifies what constitutes confidential information and any exclusions from confidential information
5. Obligations of Receiving Party: Details duties to protect and maintain confidentiality, including security measures and standard of care
6. Term and Termination: Duration of confidentiality obligations and circumstances for termination
7. Return of Confidential Information: Procedures for returning or destroying confidential information upon termination or request
8. Governing Law and Jurisdiction: Specifies Singapore law as governing law and Singapore courts' jurisdiction
1. Permitted Disclosures: Specifies circumstances where disclosure is allowed, such as to professional advisors or by court order
2. Data Protection: Additional provisions for PDPA compliance when personal data is involved
3. International Transfer: Provisions governing cross-border information transfer and compliance with international data protection laws
4. Non-Solicitation: Prevents poaching of employees or clients, typically included in business-to-business NDAs
5. Intellectual Property Rights: Clarifies ownership of intellectual property and any rights granted
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of specific confidential materials covered by the agreement
2. Schedule 2 - Authorized Representatives: List of persons authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific procedures and requirements for handling and protecting confidential information
4. Schedule 4 - Required Notifications: Format and contents of required notices between parties
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