This Unilateral NDA is designed for situations where one party (the Disclosing Party) needs to share confidential information with another party (the Receiving Party) while maintaining strict control over that information's use and dissemination. The document is particularly relevant for business negotiations, due diligence processes, potential partnerships, or consulting arrangements in Hong Kong. It incorporates specific provisions required under Hong Kong law and is structured to provide robust protection for confidential information, including trade secrets, proprietary technology, business plans, and customer data. The agreement is specifically tailored to Hong Kong's legal framework, combining common law principles with local statutory requirements, making it suitable for both domestic and international business relationships where Hong Kong law governs.
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1. Parties: Identifies the Disclosing Party and Receiving Party with their full legal names and registered addresses
2. Background: Brief context explaining the purpose of the NDA and the relationship between the parties
3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Disclosure of Confidential Information: Establishes the framework for how confidential information will be disclosed
5. Obligations of Confidentiality: Details the receiving party's obligations to maintain confidentiality and permitted uses
6. Security Measures: Specifies the security measures required to protect the confidential information
7. Exceptions to Confidentiality: Lists standard exceptions such as public domain information and legally required disclosures
8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement
1. Permitted Disclosures to Representatives: Used when the receiving party needs to share information with specific employees or advisors
2. Data Privacy Compliance: Required when confidential information includes personal data subject to privacy laws
3. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the business context
4. Publicity: Restrictions on public announcements about the relationship, if needed
5. Export Control: Required when confidential information is subject to export control regulations
6. Survival: Specific provisions about which obligations survive termination, if different from standard terms
1. Schedule 1 - Description of Confidential Information: Detailed description 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 for handling confidential information
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Affiliate
Business Day
Confidentiality Period
Effective Date
Group
Intellectual Property Rights
Personal Data
Proprietary Information
Security Requirements
Trade Secrets
Unauthorized Disclosure
Written Notice
Permitted Disclosees
Hong Kong
Authorized Representatives
Related Persons
Termination Date
Working Hours
Confidentiality Obligations
Excluded Information
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Affiliate
Business Day
Confidentiality Period
Effective Date
Group
Intellectual Property Rights
Personal Data
Proprietary Information
Security Requirements
Trade Secrets
Unauthorized Disclosure
Written Notice
Permitted Disclosees
Hong Kong
Authorized Representatives
Related Persons
Termination Date
Working Hours
Confidentiality Obligations
Excluded Information
Clauses
Confidentiality
Non-Disclosure
Permitted Use
Information Protection
Security Measures
Return of Information
Data Protection
Intellectual Property
Term and Duration
Breach and Remedies
Governing Law
Jurisdiction
Notices
Assignment
Severability
Third Party Rights
Entire Agreement
Variation
Force Majeure
Waiver
Indemnification
Survival
Dispute Resolution
Boilerplate
Non-Disclosure
Permitted Use
Information Protection
Security Measures
Return of Information
Data Protection
Intellectual Property
Term and Duration
Breach and Remedies
Governing Law
Jurisdiction
Notices
Assignment
Severability
Third Party Rights
Entire Agreement
Variation
Force Majeure
Waiver
Indemnification
Survival
Dispute Resolution
Boilerplate
Relevant Industries
Technology
Financial Services
Manufacturing
Healthcare
Professional Services
Research & Development
Biotechnology
Real Estate
Entertainment
Education
Retail
Telecommunications
Energy
Pharmaceuticals
Maritime & Logistics
Relevant Teams
Legal
Compliance
Business Development
Research and Development
Executive Leadership
Human Resources
Finance
Operations
Information Technology
Procurement
Corporate Strategy
Innovation
Investment
Risk Management
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Manager
Chief Technology Officer
Research Director
Investment Manager
Project Manager
Procurement Manager
Human Resources Director
Chief Financial Officer
Corporate Secretary
Compliance Officer
Innovation Manager
Strategic Partnership Director
Operations Manager
Legal Counsel
Contract Manager
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