Non Disclosure And Non Use Agreement Template for Singapore

A Non Disclosure And Non Use Agreement is a legally binding contract that protects sensitive information when you need to share it with another party. Under Singapore law, this agreement creates enforceable obligations to maintain confidentiality and restricts how the receiving party can use your confidential information. The agreement is governed by the Contract Law (Chapter 53) and provides crucial protection for your business secrets, intellectual property, and proprietary data.

When do you need this document?

You need this agreement before sharing any confidential information in business relationships. This includes when discussing potential partnerships, joint ventures, or investment opportunities where financial data, customer lists, or business strategies must be disclosed. Employment situations also require this protection when onboarding new employees who will access trade secrets, proprietary processes, or client information. The agreement is essential during merger and acquisition discussions, technology licensing negotiations, and when engaging contractors or vendors who need access to your confidential systems or data.

Key legal considerations

The agreement must clearly define what constitutes confidential information to ensure enforceability under Singapore law. This includes specifying whether the information covers technical data, business processes, financial information, or personal data subject to the Personal Data Protection Act 2012 (PDPA). Duration clauses are critical, as indefinite confidentiality periods may be unenforceable for certain types of information. You should include specific permitted uses and ensure the receiving party's representatives are bound by the same obligations. Return or destruction of confidential information clauses protect you after the relationship ends, while injunctive relief provisions provide immediate legal remedies for breaches.

Legal requirements in Singapore

Singapore law requires that confidentiality agreements meet standard contract formation requirements under the Contract Law (Chapter 53), including offer, acceptance, and consideration. The agreement must comply with the Evidence Act (Chapter 97) for enforceability in court proceedings. If the confidential information includes personal data, you must ensure compliance with the PDPA, including proper consent mechanisms and data protection obligations. For government-related information, the Official Secrets Act (Chapter 213) may impose additional restrictions and penalties. The agreement should specify Singapore law as the governing law and Singapore courts as the jurisdiction for disputes to ensure predictable enforcement under local legal principles.