Reciprocal Non Disclosure Agreement for Hong Kong

Reciprocal Non Disclosure Agreement Template for Hong Kong

This document is a comprehensive Reciprocal Non-Disclosure Agreement (NDA) governed by Hong Kong law, designed to facilitate the mutual exchange of confidential information between two parties while ensuring legal protection for both. It incorporates key provisions under Hong Kong's legal framework, including considerations from the Personal Data (Privacy) Ordinance and relevant common law principles. The agreement establishes mutual obligations for confidentiality, defines the scope of protected information, outlines permitted uses, and provides mechanisms for enforcement under Hong Kong jurisdiction.

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What is a Reciprocal Non Disclosure Agreement?

The Reciprocal Non Disclosure Agreement is essential for business relationships where parties need to share sensitive information mutually. This document is particularly relevant in scenarios such as business partnerships, joint ventures, potential mergers or acquisitions, collaborative research, or strategic alliances. Governed by Hong Kong law, it provides comprehensive protection for both parties by clearly defining confidential information, establishing mutual obligations for its protection, and setting out remedies for breach. The agreement is structured to comply with Hong Kong's legal requirements while incorporating international best practices for information protection. It includes specific provisions for data privacy compliance under Hong Kong's Personal Data (Privacy) Ordinance and addresses both physical and digital information security measures.

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

1. Parties: Identification of the parties exchanging confidential information, including full legal names and registered addresses

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

3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant definitions

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

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

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

7. Security Measures: Required procedures and safeguards for protecting confidential information

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

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Survival of Obligations: Provisions that continue after termination

11. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction for dispute resolution

12. Entire Agreement: Standard boilerplate confirming this document represents the complete agreement between parties

13. Execution: Signature blocks and execution details

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

1. Non-Solicitation: Prevents parties from soliciting each other's employees or clients, useful when parties may have access to sensitive personnel or client information

2. Data Protection Compliance: Specific provisions for compliance with PDPO when personal data may be shared

3. Intellectual Property Rights: Clarification of IP ownership and rights, particularly relevant when shared information may contain patentable or copyrightable material

4. Injunctive Relief: Specific provision for seeking injunctive relief in case of breach, useful for high-value or highly sensitive information

5. Third Party Rights: Provisions under the Contracts (Rights of Third Parties) Ordinance, relevant if affiliates or representatives need direct rights

6. Dispute Resolution: Alternative dispute resolution procedures such as mediation or arbitration, useful for international parties or sensitive matters

7. Force Majeure: Provisions for unforeseen circumstances affecting ability to protect information, relevant in complex operational contexts

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

1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

2. Schedule 2 - Categories of Confidential Information: Detailed list or categories of information covered by the agreement

3. Schedule 3 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

4. Schedule 4 - Security Protocols: Specific security measures and procedures required for handling confidential information

5. Schedule 5 - Notice Details: Contact information and procedures for serving notices under the agreement

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

Document Type

Employment Letter

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Pharmaceuticals

Professional Services

Research & Development

Education

Telecommunications

Real Estate

Retail

Energy

Media & Entertainment

Biotechnology

Consulting

Engineering

Software Development

Industrial Design

Artificial Intelligence

E-commerce

Relevant Teams

Legal

Compliance

Business Development

Corporate Strategy

Research & Development

Information Technology

Operations

Finance

Risk Management

Procurement

Executive Leadership

Innovation

Commercial Operations

Corporate Development

Information Security

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Commercial Director

Business Development Manager

Chief Technology Officer

Research Director

Project Manager

Procurement Manager

Operations Director

Chief Financial Officer

VP of Strategy

Innovation Manager

Partnership Manager

Compliance Officer

Risk Manager

Corporate Secretary

Investment Director

Head of Mergers & Acquisitions

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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