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Standard Non Disclosure Agreement
I need a Standard Non-Disclosure Agreement governed by Hong Kong law for a potential joint venture with a technology company, with specific provisions for protecting software source code and customer data, to be effective from March 1, 2025.
1. Parties: Identification of the disclosing and receiving parties, including full legal names and registered addresses
2. Background: Context of the agreement and purpose for sharing confidential information
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 confidentiality obligations, including non-disclosure, non-use, and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
7. Term and Survival: Duration of the agreement and survival of obligations after termination
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Remedies: Available remedies in case of breach, including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Data Protection: Additional provisions for compliance with PDPO when personal data is involved
2. Intellectual Property Rights: Clarification of IP ownership and rights when confidential information includes IP
3. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship
4. Export Control: Include when confidential information may be subject to export control regulations
5. Competition Law Compliance: Include when parties are competitors or information sharing could raise competition law concerns
6. Force Majeure: Include for long-term NDAs where external events might affect performance
7. Publicity: Restrictions on public announcements about the relationship or agreement
1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purpose 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 - Security Measures: Specific security protocols and measures required for protecting confidential information
4. Schedule 4 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
5. Appendix A - Information Handling Procedures: Detailed procedures for marking, storing, transmitting, and destroying confidential information
Authors
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Affiliate
Agreement
Business Day
Confidentiality Obligations
Effective Date
Personal Data
Trade Secrets
Intellectual Property Rights
Group Company
Material
Permitted Disclosees
Professional Advisers
Related Person
Security Requirements
Term
Authorised Person
Confidential Materials
Control
Derived Information
Exempted Information
Force Majeure Event
Information
Notice
Proprietary Information
Public Domain
Permitted Use
Information Protection
Return of Information
Term and Termination
Non-Disclosure
Permitted Disclosure
Data Protection
Intellectual Property
Remedies
Governing Law
Jurisdiction
Assignment
Entire Agreement
Severability
Notices
Third Party Rights
Amendments
Force Majeure
Counterparts
Waiver
Survival
Security Measures
Non-Solicitation
Dispute Resolution
Technology
Financial Services
Manufacturing
Professional Services
Healthcare
Real Estate
Retail
Education
Telecommunications
Media and Entertainment
Biotechnology
Construction
Energy
Logistics and Transportation
Consumer Goods
Legal
Human Resources
Business Development
Research and Development
Executive Leadership
Procurement
Information Technology
Finance
Operations
Compliance
Corporate Development
Project Management
Investment
Product Development
Strategy
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Counsel
Business Development Manager
Human Resources Director
Project Manager
Procurement Manager
Research and Development Director
Investment Manager
Chief Technology Officer
Chief Financial Officer
Operations Manager
Contract Manager
Compliance Officer
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