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Information Technology Non Disclosure Agreement
"I need an Information Technology Non Disclosure Agreement under Hong Kong law for my software development company that will be sharing our proprietary AI algorithms and source code with a potential client in the fintech sector, with special emphasis on data security and cross-border data transfer provisions."
1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details
2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'IT Systems', 'Trade Secrets', 'Intellectual Property Rights', and other key terms
4. Scope of Confidential Information: Specific types of information covered, particularly IT-related information such as source code, algorithms, databases, and technical specifications
5. Obligations of Receiving Party: Core confidentiality obligations, security measures, and handling requirements for confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Data Protection and Security: Specific measures required for protecting electronic data and IT systems
8. Term and Survival: Duration of the agreement and obligations that continue after termination
9. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination, including digital data deletion
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and variation
1. Source Code Protection: Additional provisions specifically for source code protection, used when software code will be shared
2. Cloud Services and Data Storage: Specific provisions for cloud-based services and data storage locations, used when cloud services are involved
3. Third Party Access: Provisions governing access by third-party contractors or service providers, used when external vendors are involved
4. Cross-Border Data Transfer: Provisions for international data transfers, used when parties operate in multiple jurisdictions
5. Reverse Engineering Prohibition: Specific prohibitions on reverse engineering software or systems, used for proprietary technology protection
6. Audit Rights: Rights to audit compliance with security measures, used for high-security requirements
7. Competition Restrictions: Non-compete provisions, used when sharing highly sensitive competitive information
8. Data Breach Notification: Procedures for handling and reporting data breaches, used for sensitive personal data
1. Schedule 1 - Description of Confidential Information: Detailed list of specific types of confidential information covered
2. Schedule 2 - Authorized Personnel: List of individuals authorized to access confidential information
3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required
4. Schedule 4 - Data Handling Procedures: Specific procedures for handling different types of confidential information
5. Schedule 5 - Exit Procedures: Detailed procedures for return or destruction of confidential information
6. Appendix A - Technical Systems Overview: Description of IT systems and infrastructure covered by the agreement
7. Appendix B - Incident Response Plan: Procedures for handling security incidents and data breaches
Authors
Intellectual Property Rights
IT Systems
Source Code
Technical Documentation
Trade Secrets
Authorized Representatives
Business Purpose
Cloud Services
Data
Personal Data
Derived Information
Digital Assets
Effective Date
Hardware Specifications
Implementation Plans
Network Architecture
API Documentation
Security Protocols
Software
System Configuration
Technical Specifications
User Interface Design
Development Tools
Test Data
Algorithms
Database Schema
Authentication Methods
Encryption Keys
Access Credentials
Disclosing Party
Receiving Party
Affiliates
Permitted Purpose
Term
Third Party Service Providers
Security Breach
Confidential Materials
Technical Know-how
Project Documentation
Data Protection
Intellectual Property
Information Security
Return of Information
Non-Disclosure
Permitted Use
Term and Termination
Breach and Remedies
Governing Law
Jurisdiction
Digital Security
Access Control
Data Breach Notification
Permitted Disclosure
Survival
Assignment
Third Party Rights
Force Majeure
Severability
Entire Agreement
Variation
Notices
Counterparts
Electronic Execution
Data Destruction
Technical Safeguards
Non-Circumvention
Audit Rights
Non-Solicitation
Information Technology
Software Development
Cloud Computing
Cybersecurity
E-commerce
Financial Technology
Healthcare Technology
Manufacturing Technology
Telecommunications
Digital Media
Artificial Intelligence
Internet of Things
Digital Banking
Smart City Solutions
Enterprise Software
Legal
Information Technology
Information Security
Software Development
Cloud Infrastructure
Data Protection
Compliance
Digital Operations
Systems Integration
Research and Development
Technical Support
Project Management
Procurement
Enterprise Architecture
Chief Technology Officer
IT Director
Software Development Manager
System Architect
Chief Information Security Officer
Data Protection Officer
IT Project Manager
Technical Lead
DevOps Engineer
Cloud Solutions Architect
Information Security Manager
Legal Counsel
Compliance Officer
Chief Information Officer
IT Procurement Manager
Technology Consultant
Digital Transformation Manager
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