Non Disclosure Non Circumvention Agreement Template for Singapore

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Key Requirements PROMPT example:

Non Disclosure Non Circumvention Agreement

"I need a Non Disclosure Non Circumvention Agreement under Singapore law for a potential joint venture with a technology company, specifically protecting our AI algorithms and preventing them from approaching our existing clients directly, to be effective from March 2025."

What is a Non Disclosure Non Circumvention Agreement?

The Non-Disclosure Non-Circumvention Agreement is essential for businesses operating in Singapore who wish to protect both their confidential information and business relationships during negotiations or partnerships. This document combines traditional NDA provisions with specific clauses preventing parties from bypassing established business relationships. It's particularly relevant in today's interconnected business environment where intellectual property and business connections are crucial assets. The agreement is drafted in compliance with Singapore law and provides robust protection for both local and international business dealings.

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

1. Parties: Identification and details of all parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Confidential Information: Definition and scope of protected information

5. Non-Disclosure Obligations: Core obligations regarding confidentiality

6. Non-Circumvention Obligations: Provisions preventing bypassing of business relationships

7. Term and Termination: Duration and termination provisions

8. Governing Law: Applicable law and jurisdiction

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

1. Permitted Disclosures: Exceptions to confidentiality obligations for specific circumstances such as legal requirements or authorized disclosures

2. Return of Confidential Information: Provisions for returning or destroying confidential information upon termination or request

3. Survival: Provisions specifying which obligations continue after termination of the agreement

4. Assignment: Rights and restrictions regarding transfer of obligations under the agreement

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

1. Schedule 1 - Specific Confidential Information: Detailed list of confidential information covered by the agreement

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

3. Schedule 3 - Security Protocols: Specific procedures for handling and protecting confidential information

4. Appendix A - Form of Acknowledgment: Template for additional parties to acknowledge and agree to the terms of 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

Relevant legal definitions
Industries

Contract Law: Chapter 53A of Singapore - Fundamental legislation governing contract formation, validity, and enforcement

Evidence Act: Chapter 97 of Singapore - Governs admissibility of evidence and handling of confidential information in legal proceedings

Personal Data Protection Act 2012: Regulates collection, use, disclosure and care of personal data; crucial for NDAs involving personal information

Competition Act: Chapter 50B - Ensures non-circumvention clauses don't violate competition laws or create unfair market restrictions

Law of Confidence: Common law principles protecting trade secrets and confidential information in Singapore

Copyright Act: Chapter 63 - Protects original works and intellectual property that may be subject to the NDNC agreement

Patents Act: Chapter 221 - Relevant for NDAs covering patent-related information or inventions

Trade Marks Act: Chapter 332 - Applies to confidential information relating to trademarks and brand protection

Clearlab SG Pte Ltd v Ting Chong Chai: 2015 case law establishing principles for enforcement of confidentiality obligations in Singapore

I-Admin (Singapore) Pte Ltd v Hong Ying Ting: 2020 case law modifying the approach to breach of confidence claims in Singapore

Employment Act: Relevant when NDNC agreements involve employees or employment relationships

Securities and Futures Act: Applies to NDAs involving financial information or securities-related confidential data

Banking Act: Governs confidentiality obligations related to banking information and customer data

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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