Proprietary Information Agreement for Hong Kong

Proprietary Information Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that establishes confidentiality obligations between parties sharing proprietary or sensitive information. This document defines the scope of confidential information, outlines the obligations for protecting such information, and provides remedies for unauthorized disclosure. It incorporates Hong Kong's common law principles and relevant ordinances, including data privacy requirements, while establishing clear mechanisms for information sharing and protection in a business context. The agreement is designed to be robust and enforceable under Hong Kong jurisdiction while maintaining flexibility for various business relationships and types of confidential information.

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What is a Proprietary Information Agreement?

The Proprietary Information Agreement serves as a critical legal instrument in Hong Kong's business environment, where protection of confidential information is essential for commercial relationships and business transactions. This document is typically used when parties need to share sensitive information during business discussions, due diligence processes, or ongoing commercial relationships. It ensures compliance with Hong Kong's legal framework, including common law principles and statutory requirements such as the Personal Data (Privacy) Ordinance. The agreement is particularly relevant given Hong Kong's position as an international business hub, where cross-border information sharing is common. It can be customized for various scenarios, from simple bilateral information sharing to complex multi-party arrangements, while maintaining enforceability under Hong Kong law.

What sections should be included in a Proprietary Information Agreement?

1. Parties: Identification of the parties entering into the agreement, including registered addresses and company numbers

2. Background: Context of the agreement and purpose for sharing confidential information

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

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

5. Obligations of Confidentiality: Core obligations regarding use, disclosure, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed

7. Security Measures: Required security measures for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information

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 Proprietary Information Agreement?

1. Non-Solicitation: Prevents poaching of employees or clients, used when parties have access to personnel or client information

2. Non-Competition: Restricts competitive activities, used when sharing highly sensitive business information

3. Intellectual Property Rights: Addresses ownership and rights of any IP created during the relationship, used when collaboration might lead to new IP

4. Data Protection Compliance: Specific obligations regarding personal data handling, used when confidential information includes personal data

5. Export Control: Compliance with export control laws, used when information might be subject to international transfer restrictions

6. Force Majeure: Addresses unforeseeable circumstances, used in long-term information sharing arrangements

7. Insurance Requirements: Specifies required insurance coverage, used in high-risk information sharing scenarios

What schedules should be included in a Proprietary Information Agreement?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered

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

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed

4. Schedule 4 - Permitted Purpose: Detailed description of the permitted use of confidential information

5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertaking to be signed by representatives

6. Appendix B - Data Handling Procedures: Specific procedures for handling, storing, and transmitting 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 Industries

Financial Services

Technology

Healthcare

Manufacturing

Professional Services

Biotechnology

Telecommunications

Real Estate

E-commerce

Research & Development

Consumer Goods

Education

Media & Entertainment

Energy

Logistics

Relevant Teams

Legal

Compliance

Business Development

Research and Development

Information Technology

Human Resources

Finance

Operations

Procurement

Risk Management

Corporate Secretariat

Information Security

Executive Leadership

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Compliance Officer

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Chief Financial Officer

Human Resources Director

Operations Manager

Investment Manager

Procurement Manager

Contract Manager

Information Security Officer

Risk Manager

Corporate Secretary

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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