Non Disclosure Non Circumvention Agreement Template for Hong Kong

A comprehensive legal document governed by Hong Kong law that combines both non-disclosure and non-circumvention provisions to protect confidential information and business relationships. The agreement ensures that parties receiving sensitive information maintain its confidentiality and do not use it for unauthorized purposes, while also preventing them from bypassing or circumventing the disclosing party in business dealings. The document incorporates Hong Kong's common law principles and relevant statutory requirements, providing robust protection through clearly defined obligations, restrictions, and remedies for breach.

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What is a Non Disclosure Non Circumvention Agreement?

The Non-Disclosure Non-Circumvention Agreement (NDNCA) is essential in Hong Kong's dynamic business environment where protection of confidential information and business relationships is paramount. This document is typically used when parties need to share sensitive information during business discussions, negotiations, or potential partnerships, while ensuring that the receiving party neither discloses the information nor bypasses the disclosing party in related business opportunities. The agreement is particularly relevant in Hong Kong's competitive market where businesses often act as intermediaries or facilitators in international transactions. It combines the traditional elements of confidentiality protection with specific provisions preventing circumvention of business relationships, making it especially valuable for protecting business opportunities, customer relationships, and strategic partnerships. The document must comply with Hong Kong's common law system and relevant statutory requirements, including provisions for effective enforcement and remedies.

What sections should be included in a Non Disclosure Non Circumvention Agreement?

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

2. Background: Context of the agreement, including the purpose of sharing confidential information and the business relationship

3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Circumvention'

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

5. Non-Circumvention Obligations: Obligations not to bypass or circumvent the disclosing party in business dealings

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

7. Security Measures: Required measures for protecting confidential information

8. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information upon request or termination

9. Term and Survival: Duration of the agreement and which provisions survive termination

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

11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Non Disclosure Non Circumvention Agreement?

1. Intellectual Property Rights: Section clarifying ownership and protection of IP rights when confidential information includes IP

2. Data Protection: Additional provisions when confidential information includes personal data subject to privacy laws

3. Non-Solicitation: Restrictions on soliciting employees or customers, often included in more comprehensive NDNCAs

4. Assignment and Succession: Provisions regarding the transfer of rights and obligations, needed for larger corporate entities

5. Costs and Expenses: Allocation of costs related to protecting confidential information or enforcing the agreement

6. Independent Contractors: Clarification of relationship between parties when needed to prevent implied partnerships

7. Force Majeure: Provisions for unforeseen circumstances, relevant for longer-term arrangements

What schedules should be included in a Non Disclosure Non Circumvention Agreement?

1. Schedule 1 - Description of Confidential Information: Detailed description or categories of information considered confidential

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

3. Schedule 3 - Permitted Purpose: Detailed description of the specific business purpose for which confidential information may be used

4. Schedule 4 - Security Protocols: Specific security measures and protocols required for protecting confidential information

5. Schedule 5 - Excluded Information: List of information specifically excluded from confidentiality obligations

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Cost

Free to use

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