Non Disclosure And Restricted Use Agreement

Non Disclosure And Restricted Use Agreement Template for Singapore

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Key Requirements PROMPT example:

"I need a Non Disclosure And Restricted Use Agreement for a technology partnership starting January 2025, where we'll be sharing AI algorithms with a Singapore-based company, with special emphasis on data protection and cross-border transfer restrictions."

Document background

The Non Disclosure And Restricted Use Agreement is essential for businesses operating in Singapore that need to protect sensitive information during commercial relationships, negotiations, or collaborations. This document is particularly relevant given Singapore's position as a global business hub and its robust legal framework for protecting confidential information. The agreement should be used whenever confidential information needs to be shared, whether in the context of potential business dealings, employment relationships, or strategic partnerships. It incorporates key provisions required under Singapore law, including data protection requirements and enforcement mechanisms.

Suggested Sections

1. Parties: Identification and details of all parties entering into the agreement

2. Background: Context and purpose of the agreement, including the nature of the confidential relationship

3. Definitions: Key terms used tHRoughout the agreement, particularly the definition of confidential information

4. Confidentiality Obligations: Core obligations regarding non-disclosure and restricted use of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed

6. Term and Survival: Duration of the agreement and surviving obligations

7. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination

8. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Data Protection: Additional provisions for compliance with Personal Data Protection Act (PDPA) when personal data is involved in the confidential information

2. Non-Competition: Additional restrictions on competitive activities when protecting business interests beyond confidentiality

3. Non-Solicitation: Restrictions on soliciting employees or customers when protecting human resources or customer relationships

4. Security Measures: Specific security protocols for handling information when dealing with highly sensitive data

5. Audit Rights: Rights to audit compliance with the agreement for high-value or high-risk relationships

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Specific security measures and procedures for handling confidential information

4. Schedule 4 - Permitted Purpose: Detailed description of allowed uses of confidential information

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology
Financial Services
Healthcare
Manufacturing
Professional Services

Relevant Teams

Legal
Human Resources
Research & Development
Business Development
Information Technology
Finance

Relevant Roles

Chief Executive Officer
Chief Technology Officer
Business Development Manager
Human Resources Director
Legal Counsel
Research & Development Director

Industries

Evidence Act (Chapter 97): Primary legislation governing the admissibility and treatment of evidence in Singapore courts, relevant for proving breaches of confidentiality

Contracts Act (Chapter 53): Fundamental legislation governing contract formation, validity, and enforcement in Singapore

Personal Data Protection Act 2012 (PDPA): Legislation governing the collection, use, disclosure and care of personal data, crucial for data protection clauses in NDAs

Official Secrets Act (Chapter 213): Legislation protecting government secrets and official information, may be relevant if dealing with government-related information

Competition Act (Chapter 50B): Supporting legislation governing anti-competitive practices, relevant for ensuring NDA provisions don't violate competition law

Copyright Act (Chapter 63): Intellectual property legislation protecting original works, important for protecting copyrighted materials under the NDA

Patents Act (Chapter 221): Legislation protecting inventions and innovations, relevant for NDAs covering technical information and inventions

Trade Marks Act (Chapter 332): Legislation protecting brands and marks, important for NDAs covering brand-related confidential information

Common Law Confidentiality Principles: Established case law principles regarding confidentiality obligations and their enforcement in Singapore

Doctrine of Restraint of Trade: Legal principle ensuring that restrictive covenants in NDAs are reasonable and not overly broad

Definition Requirements: Legal requirement that confidential information must be clearly and specifically defined in the NDA

Duration Considerations: Legal principle requiring that confidentiality obligations must have reasonable time limits and may vary by information type

PDPA Compliance Requirements: Specific requirements for data protection, including cross-border transfers and security measures

Enforcement Mechanisms: Legal remedies available for NDA breaches including injunctive relief, damages, and specific performance

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Let's create your Non Disclosure And Restricted Use Agreement

Authors

Alex Denne

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