This Non-Disclosure Agreement For Suppliers is essential for businesses operating in Hong Kong that need to share sensitive information with their suppliers while maintaining confidentiality and legal protection. The document is particularly relevant in today's interconnected business environment where suppliers often require access to proprietary information, trade secrets, technical specifications, or sensitive business data. Designed to comply with Hong Kong's legal framework, including common law principles and relevant ordinances, this agreement provides comprehensive protection while remaining flexible enough to accommodate various types of supplier relationships. It includes specific provisions for data protection, security measures, and enforcement mechanisms, making it suitable for both local and international supplier relationships where Hong Kong law governs the arrangement.
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1. Parties: Identification of the disclosing party (company) and receiving party (supplier), including full legal names and registered addresses
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations of the supplier regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Survival: Term of the agreement and surviving obligations after termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and variation
1. Data Privacy Compliance: Additional provisions for compliance with PDPO when confidential information includes personal data
2. Intellectual Property Rights: Specific provisions protecting IP rights when confidential information includes proprietary technology or trade secrets
3. Non-Competition: Restrictions on competitive activities, used when supplier may gain competitive advantage from confidential information
4. Audit Rights: Right to audit supplier's compliance with confidentiality obligations, useful for highly sensitive information
5. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-risk relationships
6. Cross-Border Transfer Restrictions: Additional provisions for international suppliers handling data across borders
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 authorized personnel who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Appendix A - Data Handling Procedures: Detailed procedures for handling, storing, and transmitting confidential information
5. Appendix B - Incident Response Plan: Procedures for reporting and responding to potential breaches or unauthorized disclosures
Relevant legal definitions
Confidential Information
Permitted Purpose
Affiliate
Representatives
Disclosing Party
Receiving Party
Group
Authorized Recipients
Business Day
Confidentiality Period
Effective Date
Personal Data
Proprietary Information
Security Requirements
Services
Supplier Personnel
Trade Secrets
Working Hours
Intellectual Property Rights
Force Majeure Event
Material Breach
Professional Advisers
Related Persons
Restricted Period
Security Breach
Termination Date
Territory
Third Party
Data Protection Laws
Permitted Disclosures
Compliance Requirements
Confidentiality Obligations
Permitted Purpose
Affiliate
Representatives
Disclosing Party
Receiving Party
Group
Authorized Recipients
Business Day
Confidentiality Period
Effective Date
Personal Data
Proprietary Information
Security Requirements
Services
Supplier Personnel
Trade Secrets
Working Hours
Intellectual Property Rights
Force Majeure Event
Material Breach
Professional Advisers
Related Persons
Restricted Period
Security Breach
Termination Date
Territory
Third Party
Data Protection Laws
Permitted Disclosures
Compliance Requirements
Confidentiality Obligations
Clauses
Confidentiality
Non-Disclosure
Data Protection
Information Security
Return of Information
Permitted Use
Permitted Disclosure
Term and Termination
Breach and Remedies
Indemnification
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Variation
Force Majeure
Notice
Third Party Rights
Dispute Resolution
Costs
Waiver
Interpretation
Survival
Counterparts
Compliance with Laws
Representatives and Warranties
Security Measures
Intellectual Property
Audit Rights
Non-Disclosure
Data Protection
Information Security
Return of Information
Permitted Use
Permitted Disclosure
Term and Termination
Breach and Remedies
Indemnification
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Variation
Force Majeure
Notice
Third Party Rights
Dispute Resolution
Costs
Waiver
Interpretation
Survival
Counterparts
Compliance with Laws
Representatives and Warranties
Security Measures
Intellectual Property
Audit Rights
Relevant Industries
Manufacturing
Technology
Financial Services
Professional Services
Healthcare
Retail
Logistics
Telecommunications
Construction
Research and Development
Pharmaceuticals
Electronics
Consumer Goods
Industrial Services
Relevant Teams
Legal
Procurement
Supply Chain
Compliance
Risk Management
Information Security
Operations
Research and Development
Information Technology
Vendor Management
Project Management
Manufacturing
Quality Assurance
Relevant Roles
Procurement Manager
Legal Counsel
Supply Chain Director
Vendor Management Officer
Chief Operating Officer
Compliance Officer
Contract Manager
Risk Manager
Chief Technology Officer
Information Security Officer
Operations Manager
Project Manager
Business Development Manager
Research Director
Manufacturing Manager
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