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Non-Disclosure Agreement
I need a non-disclosure agreement to protect sensitive business information during discussions with a potential partner. The agreement should cover confidentiality obligations for a period of 3 years and include clauses on non-use and non-circumvention.
What is a Non-Disclosure Agreement?
A Non-Disclosure Agreement is a legally binding contract that keeps sensitive information confidential. When companies in Hong Kong share trade secrets, client data, or business strategies with employees or partners, they use NDAs to protect these valuable assets. The agreement spells out exactly what information must stay private and what happens if someone breaks these rules.
Under Hong Kong contract law, NDAs give businesses clear legal remedies if confidential details leak out. Many local firms require NDAs before starting negotiations, hiring staff, or discussing potential deals. Breaking an NDA can lead to lawsuits, financial penalties, and even criminal charges in cases involving trade secrets under Hong Kong's intellectual property laws.
When should you use a Non-Disclosure Agreement?
Use a Non-Disclosure Agreement before sharing any sensitive business information with others in Hong Kong. This includes discussing potential partnerships, hiring new employees, outsourcing work, or pitching ideas to investors. The agreement needs to be in place before revealing trade secrets, customer lists, financial data, or proprietary technology.
Many Hong Kong startups and established companies require NDAs during merger talks, joint ventures, or when working with contractors. Getting signatures early protects your intellectual property rights and creates clear legal obligations. This becomes especially important when dealing with mainland Chinese partners or international businesses where information could easily cross borders.
What are the different types of Non-Disclosure Agreement?
- Simple NDA Agreement: Basic one-way protection for straightforward situations like hiring employees or contractors
- Mutual NDA: Both parties agree to protect each other's confidential information, common in partnerships and joint ventures
- NDA And Non Circumvention Agreement: Adds protection against business partners bypassing each other to deal directly with clients or suppliers
- Mutual Confidentiality Agreement: Broader scope covering trade secrets, intellectual property, and business methods
- NDA And Confidentiality Agreement: Comprehensive protection with detailed terms for complex business relationships
Who should typically use a Non-Disclosure Agreement?
- Business Owners and Executives: Initiate and oversee Non-Disclosure Agreements to protect company assets and trade secrets
- Employees and Contractors: Sign NDAs before accessing sensitive information or starting work assignments
- Legal Counsel: Draft, review, and customize agreements to ensure enforceability under Hong Kong law
- Investors and Venture Capitalists: Require NDAs before reviewing business plans or financial data
- Technology Companies: Use NDAs to protect intellectual property and development processes
- Manufacturing Partners: Sign agreements before receiving product specifications or proprietary designs
- HR Managers: Implement NDAs during recruitment and employee onboarding
How do you write a Non-Disclosure Agreement?
- Identify Parties: Gather full legal names and addresses of all individuals or companies involved
- Define Scope: List specific confidential information to be protected, including trade secrets, client data, or business plans
- Set Duration: Decide how long the confidentiality obligations will last after signing or information disclosure
- Specify Permissions: Detail allowed uses of confidential information and any sharing restrictions
- Consider Jurisdiction: Ensure the agreement aligns with Hong Kong law and includes local enforcement provisions
- Add Consequences: Outline clear penalties for breaches and unauthorized disclosures
- Review Format: Use our platform to generate a legally-sound document that includes all required elements
What should be included in a Non-Disclosure Agreement?
- Parties and Date: Full legal names, addresses, and signing date of all involved entities
- Definition of Confidential Information: Clear description of protected data, trade secrets, and business information
- Permitted Use: Specific purposes and authorized ways to handle confidential information
- Duration: Time period for confidentiality obligations and any surviving terms
- Return of Information: Requirements for returning or destroying confidential materials
- Breach Consequences: Remedies and damages available under Hong Kong law
- Governing Law: Explicit statement choosing Hong Kong jurisdiction
- Signature Blocks: Space for authorized representatives to execute the agreement
What's the difference between a Non-Disclosure Agreement and a Non-Compete Agreement?
A Non-Disclosure Agreement differs significantly from a Non-Compete Agreement in Hong Kong, though both protect business interests. While NDAs focus on keeping information confidential, non-compete agreements restrict an individual's future employment or business activities.
- Scope of Protection: NDAs safeguard specific confidential information, while non-compete agreements prevent competitive activities in defined geographic areas and timeframes
- Duration Impact: NDAs typically remain active indefinitely for trade secrets, while non-compete clauses face strict time limitations under Hong Kong law
- Enforcement Approach: Courts readily enforce NDAs protecting legitimate business secrets, but scrutinize non-compete restrictions more strictly to protect employee rights
- Primary Users: NDAs work for any party sharing confidential information, while non-compete agreements mainly apply to employees and business partners
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