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International Confidentiality Agreement
"I need an International Confidentiality Agreement governed by Hong Kong law for a technology licensing deal between our Hong Kong-based AI company and a German software provider, with special attention to data protection and cross-border data transfer requirements."
1. Parties: Identification of all parties to the agreement, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Affiliates'
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, security measures, and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Term and Survival: Duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Breach and Remedies: Consequences of breach, including remedies and indemnification
10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Specific provisions for compliance with data protection laws when confidential information includes personal data
2. Intellectual Property Rights: Clarification that the agreement does not transfer any IP rights, used when confidential information includes IP
3. Non-Solicitation: Restrictions on soliciting employees or customers, included when parties have direct business relationships
4. Export Control: Compliance with export control laws, included when information may be subject to export restrictions
5. Force Majeure: Provisions for unforeseen circumstances, included in jurisdictions where this is commonly expected
6. Assignment and Succession: Rules about transferring rights under the agreement, included for long-term or complex relationships
7. Publicity and Announcements: Restrictions on public statements about the relationship, included for sensitive commercial relationships
1. Schedule 1 - Specified Purpose: Detailed description of the permitted purpose for which confidential information may be used
2. Schedule 2 - Security Measures: Specific security protocols and measures required for protecting confidential information
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
4. Schedule 4 - Information Transfer Protocols: Procedures for secure transfer and storage of confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives or third parties
6. Appendix B - Data Processing Requirements: Specific requirements for processing personal data, if applicable
Authors
Disclosing Party
Receiving Party
Affiliates
Representatives
Permitted Purpose
Agreement
Business Day
Confidentiality Undertaking
Effective Date
Group
Intellectual Property Rights
Personal Data
Permitted Recipients
Related Persons
Security Requirements
Subsidiary
Term
Third Party
Working Hours
Authorized Personnel
Confidentiality Period
Data Protection Laws
Disclosures Required by Law
Force Majeure Event
Material
Notice
Professional Advisers
Proprietary Information
Trade Secrets
Permitted Use
Information Protection
Disclosure Restrictions
Return of Information
Data Protection
Term and Termination
Survival
Breach and Remedies
Governing Law
Jurisdiction
Assignment
Third Party Rights
Notices
Entire Agreement
Severability
Variation
Waiver
Force Majeure
Counterparts
Non-Solicitation
Export Control
Data Transfer
Intellectual Property
Indemnification
Dispute Resolution
Injunctive Relief
Costs and Expenses
Announcements
Further Assurance
Technology
Financial Services
Manufacturing
Healthcare
Professional Services
Research & Development
Telecommunications
Entertainment & Media
Biotechnology
Real Estate
Education
Retail
Energy
Maritime & Logistics
Legal
Compliance
Executive Leadership
Business Development
Research & Development
Information Technology
Human Resources
Finance
Operations
Risk Management
Procurement
Corporate Secretariat
Mergers & Acquisitions
Investment
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Business Development Manager
Chief Technology Officer
Research Director
Project Manager
Investment Manager
Corporate Secretary
Risk Manager
Procurement Manager
Human Resources Director
Operations Manager
Chief Financial Officer
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