Non Disclosure Non Disparagement Agreement for Hong Kong

Non Disclosure Non Disparagement Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that combines confidentiality obligations with non-disparagement commitments. This dual-purpose document protects both confidential information and the reputation of the parties involved, incorporating specific provisions aligned with Hong Kong's common law system and relevant ordinances. The agreement establishes clear obligations regarding the handling of sensitive information while also preventing parties from making derogatory statements or engaging in actions that could harm each other's reputation, with specific remedies available under Hong Kong jurisdiction.

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What is a Non Disclosure Non Disparagement Agreement?

The Non-Disclosure Non-Disparagement Agreement is essential in Hong Kong's business environment where protection of confidential information and reputation management are paramount. This document is typically used when parties enter into business relationships, employment arrangements, or negotiations where sensitive information will be shared and there's a need to maintain professional conduct and protect reputational interests. The agreement combines traditional NDA elements with specific non-disparagement provisions, tailored to comply with Hong Kong's legal framework, including the Contracts Ordinance, Defamation Ordinance, and relevant privacy laws. It's particularly valuable in situations involving senior executives, business partnerships, or during corporate transactions where both information security and reputation protection are crucial.

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

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 relationship between the parties

3. Definitions: Defines key terms including 'Confidential Information', 'Disparagement', and other important concepts used throughout the agreement

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

5. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed, including to authorized representatives or as required by law

6. Non-Disparagement Obligations: Sets out the specific obligations regarding non-disparagement, including scope and limitations

7. Term and Survival: Specifies the duration of the agreement and which provisions survive termination

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

9. Remedies: Outlines the consequences of breach, including injunctive relief and damages

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

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

1. Intellectual Property Rights: Include when confidential information includes IP or when IP might be created during the relationship

2. Security Measures: Include when specific security protocols need to be followed for protecting confidential information

3. Social Media Policy: Include when parties need specific guidance on social media usage and potential disparagement

4. Employee/Contractor Obligations: Include when the agreement relates to employment or contractor relationships

5. Third Party Rights: Include when third parties (such as company affiliates) need to be protected under the agreement

6. Data Protection: Include when personal data is part of the confidential information

7. Whistleblower Exception: Include when parties need to specify protections for legitimate whistleblowing activities

8. Non-Solicitation: Include when there's a need to prevent solicitation of employees or customers

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

1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential under the agreement

2. Schedule 2 - Authorized Recipients: List of individuals or entities authorized to receive confidential information

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

4. Schedule 4 - Approved Public Statements: Pre-approved language or statements that parties may use publicly

5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by authorized recipients of confidential 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

Financial Services

Healthcare

Professional Services

Manufacturing

Media and Entertainment

Biotechnology

Retail

Real Estate

Education

Telecommunications

Pharmaceutical

Energy

Consulting

Investment Banking

Relevant Teams

Legal

Human Resources

Executive Leadership

Communications

Public Relations

Information Technology

Research & Development

Finance

Marketing

Business Development

Operations

Corporate Affairs

Information Security

Risk Management

Compliance

Relevant Roles

CEO

Executive Director

Senior Manager

HR Director

Legal Counsel

Chief Financial Officer

Marketing Director

Research Scientist

Product Manager

Business Development Manager

IT Director

Operations Manager

Project Manager

Sales Director

Communications Manager

Department Head

Board Member

Chief Technology Officer

Strategy Consultant

Investment Analyst

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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