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Non Disclosure Agreement For Software Development Template for Singapore

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Non Disclosure Agreement For Software Development

"I need a Non Disclosure Agreement For Software Development to protect our proprietary AI algorithms and source code while working with an external development team in Singapore on a new fintech application, starting January 2025."

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What is a Non Disclosure Agreement For Software Development?

The Non Disclosure Agreement For Software Development is essential when engaging in software development projects in Singapore where proprietary information needs protection. This document is particularly crucial when sharing technical specifications, source code, business logic, and other sensitive information between development partners. It ensures compliance with Singapore's legal framework, including the Personal Data Protection Act and intellectual property laws, while establishing clear guidelines for handling confidential information throughout the development lifecycle.

What sections should be included in a Non Disclosure Agreement For Software Development?

1. Parties: Identification of the disclosing and receiving parties, including their registered addresses and company registration numbers

2. Background: Context of the software development project and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Software', 'Intellectual Property Rights', 'Representatives'

4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection and permitted uses of confidential information

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Return of Confidential Information: Obligations regarding return or destruction of confidential information

7. Governing Law and Jurisdiction: Singapore law as governing law and jurisdiction for disputes

What sections are optional to include in a Non Disclosure Agreement For Software Development?

1. Data Protection: Additional provisions for compliance with Personal Data Protection Act (PDPA) when personal data will be shared

2. Non-Solicitation: Provisions preventing parties from poaching staff or clients during and after the agreement term

3. Specific Security Requirements: Detailed IT security measures required for handling particularly sensitive technical information

4. Insurance Requirements: Specific insurance coverage requirements when dealing with high-value intellectual property

What schedules should be included in a Non Disclosure Agreement For Software Development?

1. Schedule 1 - Description of Project: Details of the software development project scope

2. Schedule 2 - Specific Confidential Information: Detailed list of confidential information categories

3. Schedule 3 - Authorized Representatives: List of personnel authorized to receive confidential information

4. Schedule 4 - Security Protocols: Technical and organizational security measures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ֱ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Industries

Contract Act (Cap. 53): Primary legislation governing contract formation, validity, and enforcement in Singapore

Copyright Act (Cap. 63): Legislation protecting original software code, documentation, and related materials

Patents Act (Cap. 221): Legislation covering protection of technical innovations in software development

Trade Marks Act (Cap. 332): Protection of brands, logos, and other distinctive marks related to software products

Trade Secrets Protection: Common law principles protecting confidential business information and know-how

Personal Data Protection Act 2012 (PDPA): Comprehensive data protection law governing collection, use, disclosure, and care of personal data

Employment Act (Cap. 91): Relevant for determining employment relationships and contractor distinctions in software development

Computer Misuse and Cybersecurity Act (Cap. 50A): Legislation protecting against unauthorized access and disclosure of computer systems and data

Competition Act (Cap. 50B): Legislation governing restraint of trade and anti-competitive practices

Confidential Information Definition: Key contractual consideration defining what constitutes protected information under the NDA

Protection Scope: Contractual terms defining the extent and limitations of confidentiality obligations

Confidentiality Duration: Temporal scope of the confidentiality obligations and any survival provisions

Permitted Uses: Specific allowances for use and disclosure of confidential information

Information Handling: Requirements for return or destruction of confidential information

Breach Remedies: Legal and equitable remedies available in case of confidentiality breach

Jurisdiction and Dispute Reֱ: Provisions specifying governing law and method of resolving disputes

Severability: Provisions ensuring contract validity if specific terms are found unenforceable

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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