The Confidentiality and Non-Circumvention Agreement is essential for businesses operating in Hong Kong's dynamic commercial environment where protection of sensitive information and business relationships is crucial. This document is typically used when parties are exploring potential business opportunities, conducting due diligence, or entering into negotiations where confidential information needs to be shared. It combines confidentiality provisions with non-circumvention clauses to prevent parties from using the disclosed information to bypass the disclosing party in future business dealings. The agreement is structured to comply with Hong Kong's common law system and relevant ordinances, including the Personal Data (Privacy) Ordinance and principles of equity relating to confidential information. It's particularly relevant in today's interconnected business environment where information protection and relationship integrity are paramount.

1. Parties: Identifies and provides full details of all parties to the agreement

2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship

3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

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

6. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings related to the confidential information

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

8. Security Measures: Required procedures and safeguards for protecting confidential information

9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

10. Term and Survival: Duration of the agreement and which obligations survive termination

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and variation