Intellectual Property Non Disclosure Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Intellectual Property Non Disclosure Agreement

"I need an Intellectual Property Non Disclosure Agreement under Hong Kong law for my technology startup to share our AI algorithm designs with a potential manufacturing partner in Singapore, with special emphasis on protecting our source code and machine learning models."

Document background
The Intellectual Property Non Disclosure Agreement (IP NDA) is essential for businesses and individuals operating under Hong Kong law who need to protect their intellectual property and confidential information during business discussions, negotiations, or collaborative projects. This document is particularly crucial in Hong Kong's business environment, where intellectual property protection combines elements of common law and specific ordinances. It's commonly used before sharing sensitive technical information, business methods, designs, or other proprietary information with potential partners, investors, or service providers. The agreement ensures that recipients of confidential information understand their obligations and the consequences of unauthorized disclosure, while providing clear mechanisms for enforcement under Hong Kong law. This document is especially relevant given Hong Kong's position as a major international business hub and its robust intellectual property protection framework.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names and registered addresses

2. Background: Context of the agreement, purpose of sharing confidential information, and relationship between the parties

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Intellectual Property Rights', 'Permitted Purpose', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and permitted uses

6. Security Measures: Required measures to protect and safeguard confidential information

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed to third parties

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Duration and Survival: Term of the agreement and surviving obligations after termination

10. Intellectual Property Rights: Confirmation that IP rights remain with the disclosing party and no rights are transferred

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and variations

Optional Sections

1. Personal Data Protection: Required when confidential information includes personal data governed by the Personal Data (Privacy) Ordinance

2. Export Control: Needed when confidential information may be subject to export control regulations

3. Reverse Engineering Prohibition: Important when protecting technical information or trade secrets that could be reverse engineered

4. Non-Solicitation: Optional clause preventing solicitation of employees or customers, if relevant to the business relationship

5. Publicity and Announcements: Controls on public statements about the relationship between the parties

6. Insurance Requirements: Specific insurance requirements for handling sensitive information

7. Audit Rights: Right to audit compliance with confidentiality obligations, particularly important for highly sensitive information

8. Force Majeure: Addressing circumstances beyond parties' control affecting confidentiality obligations

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories 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 security measures and protocols required for handling confidential information

4. Schedule 4 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

5. Appendix A - Data Processing Requirements: Specific requirements for handling personal data, if applicable

6. Appendix B - Form of Confidentiality Undertaking: Template confidentiality undertaking for employees or third parties who need access to the information

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
Relevant Industries

Technology

Research & Development

Manufacturing

Financial Services

Healthcare

Pharmaceuticals

Biotechnology

Software Development

Media & Entertainment

Professional Services

Education

Telecommunications

Industrial Design

Artificial Intelligence

E-commerce

Relevant Teams

Legal

Research & Development

Innovation

Product Development

Business Development

Corporate Strategy

Intellectual Property

Information Technology

Engineering

Design

Operations

Compliance

Executive Leadership

Technology Transfer

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

Legal Counsel

Intellectual Property Lawyer

Research Director

Head of Innovation

Business Development Manager

Project Manager

Technology Transfer Officer

Product Development Manager

Investment Manager

Corporate Counsel

Research Scientist

Technical Director

Innovation Manager

Compliance Officer

Contract Manager

Industries
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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