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Confidential NDA
"I need a Confidential NDA governed by Hong Kong law for a potential joint venture with a technology company, where we'll be sharing sensitive software code and customer data during the evaluation phase starting March 2025."
1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company numbers
2. Background: Context of the agreement and the 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 use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement
7. Security Measures: Required procedures and safeguards for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement, and variation
1. Data Protection: Additional provisions when confidential information includes personal data subject to the Personal Data (Privacy) Ordinance
2. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses when confidential information includes IP
3. Non-Solicitation: Optional restrictions on soliciting employees or customers, commonly included in business contexts
4. Export Control: Required when confidential information may be subject to export control regulations
5. Reverse Engineering: Specific prohibitions on reverse engineering when technical information is involved
6. Competition Law Compliance: Required when parties are competitors or information sharing could raise competition law concerns
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for protecting the confidential information
4. Schedule 4 - Permitted Purpose: Detailed description of the permitted use of confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives or third parties
Authors
Permitted Purpose
Affiliate
Representatives
Disclosing Party
Receiving Party
Confidential Materials
Trade Secrets
Proprietary Information
Personal Data
Group
Associated Company
Authorized Recipients
Business Day
Confidentiality Period
Disclosed Information
Effective Date
Excluded Information
Third Party
Intellectual Property Rights
Notice
Security Requirements
Services
Permitted Disclosees
Related Person
Working Hours
Jurisdiction
Non-Disclosure
Data Protection
Information Security
Return of Information
Permitted Use
Intellectual Property
Non-Solicitation
Term and Termination
Breach and Remedies
Governing Law
Jurisdiction
Assignment
Force Majeure
Entire Agreement
Severability
Variation
Notices
Third Party Rights
Counterparts
Costs
Waiver
Technology
Financial Services
Manufacturing
Healthcare
Professional Services
Real Estate
Retail
Education
Telecommunications
Biotechnology
Energy
Entertainment
Media
Construction
Logistics
Pharmaceuticals
Legal
Compliance
Human Resources
Information Technology
Research and Development
Business Development
Corporate Development
Finance
Operations
Procurement
Information Security
Risk Management
Executive Management
Administrative
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Counsel
Corporate Secretary
Business Development Manager
Chief Technology Officer
Chief Financial Officer
Human Resources Director
Procurement Manager
Research and Development Director
Project Manager
Investment Manager
Compliance Officer
Operations Manager
Chief Information Security Officer
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