Model Confidentiality Agreement for Hong Kong

Model Confidentiality Agreement Template for Hong Kong

A comprehensive confidentiality agreement template designed under Hong Kong law, suitable for protecting confidential information in various business contexts. This agreement incorporates key provisions required by Hong Kong's common law system and relevant ordinances, including the Personal Data (Privacy) Ordinance where applicable. The document provides robust protection for business secrets, proprietary information, and confidential data while maintaining flexibility to adapt to different business relationships and industries. It includes provisions for both one-way and mutual confidentiality obligations, enforcement mechanisms, and remedies available under Hong Kong law.

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What is a Model Confidentiality Agreement?

This Model Confidentiality Agreement serves as a foundational template for businesses and individuals operating under Hong Kong law who need to protect confidential information in various commercial contexts. It is particularly relevant in Hong Kong's dynamic business environment, where protection of trade secrets and proprietary information is crucial for maintaining competitive advantage. The agreement can be used in situations ranging from business negotiations and due diligence processes to employment relationships and service provider engagements. It includes provisions compliant with Hong Kong's legal framework, including common law principles and relevant ordinances such as the Personal Data (Privacy) Ordinance. The Model Confidentiality Agreement is designed to be adaptable while maintaining robust protection for confidential information, trade secrets, and proprietary data.

What sections should be included in a Model Confidentiality Agreement?

1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses

2. Background: Context of the agreement and the relationship between the parties

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'

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

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

6. Permitted Use and Disclosure: Circumstances under which confidential information may be used or disclosed

7. Security Measures: Required measures for protecting and securing confidential information

8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request

9. Term and Termination: Duration of the agreement and termination provisions

10. Breach and Remedies: Consequences of breach and available remedies

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Model Confidentiality Agreement?

1. Mutual Obligations: Additional section for mutual NDAs where both parties exchange confidential information

2. Personal Data Protection: Specific provisions for handling personal data under Hong Kong's PDPO when confidential information includes personal data

3. Special Handling Requirements: Industry-specific or situation-specific handling requirements for particularly sensitive information

4. Cross-border Transfers: Provisions governing the transfer of confidential information outside Hong Kong

5. Audit Rights: Rights to audit compliance with confidentiality obligations, typically used in high-security contexts

6. Information Security Protocols: Detailed IT and physical security requirements for specific industries or sensitive data

7. Competing Activities: Non-compete or non-solicitation provisions where relevant to the confidentiality context

8. Regulatory Compliance: Industry-specific regulatory requirements and compliance obligations

What schedules should be included in a Model Confidentiality Agreement?

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

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

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

4. Schedule 4 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

5. Appendix A - Form of Acknowledgment: Template for acknowledgment by representatives who will have access to confidential information

6. Appendix B - Data Processing Requirements: Specific requirements for processing personal data or sensitive information

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology and Software

Financial Services

Manufacturing

Professional Services

Healthcare

Retail and Consumer

Real Estate

Education

Telecommunications

Media and Entertainment

Biotechnology

Energy

Transportation and Logistics

Construction

Research and Development

Relevant Teams

Legal

Human Resources

Compliance

Information Technology

Research and Development

Business Development

Operations

Finance

Procurement

Risk Management

Information Security

Corporate Development

Strategy

Executive Leadership

Project Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Compliance Officer

Human Resources Director

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Chief Financial Officer

Operations Manager

Procurement Manager

Investment Manager

Contract Administrator

Risk Manager

Information Security Officer

Industries
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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