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NDA And Non Circumvention Agreement
"I need an NDA and Non-Circumvention Agreement to protect my Malaysian technology company's confidential information while discussing a potential manufacturing partnership with a Singapore-based manufacturer, starting January 2025, particularly focusing on protecting our proprietary software and preventing the manufacturer from directly approaching our clients."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the relationship and purpose of the agreement
3. Definitions: Detailed definitions of key terms including Confidential Information, Permitted Purpose, and Circumvention
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed
7. Security Measures: Required procedures and safeguards for protecting confidential information
8. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination
9. Term and Survival: Duration of the agreement and provisions that continue after termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions protecting IP rights when the confidential information includes intellectual property
2. Employee and Representative Obligations: Additional provisions when the agreement covers employees or representatives of either party
3. Digital Security Measures: Specific provisions for digital data protection when confidential information is stored or transmitted electronically
4. Competition Restrictions: Additional non-compete provisions when required for specific business relationships
5. International Transfer of Data: Provisions for cross-border data transfer when parties are in different jurisdictions
6. Dispute Resolution: Alternative dispute resolution mechanisms such as arbitration or mediation
7. Force Majeure: Provisions for unforeseen circumstances affecting compliance with obligations
1. Schedule 1 - Confidential Information: Detailed description of the specific confidential information covered by the agreement
2. Schedule 2 - Permitted Purpose: Detailed description of the authorized uses of the confidential information
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
4. Schedule 4 - Security Protocols: Specific security measures and protocols to be followed
5. Schedule 5 - Business Relationships: Description of business relationships covered by non-circumvention provisions
Authors
Confidential Information
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representative
Business Opportunity
Business Relationship
Circumvention
Direct Contact
Effective Date
Intellectual Property Rights
Related Entity
Security Measures
Trade Secret
Confidentiality Period
Protected Business
Restricted Territory
Third Party
Unauthorized Disclosure
Non-Circumvention
Non-Disclosure
Information Protection
Permitted Use
Return of Information
Non-Competition
Intellectual Property
Term and Termination
Remedies
Indemnification
Governing Law
Dispute Resolution
Force Majeure
Assignment
Severability
Entire Agreement
Notices
Survival
Third Party Rights
Technology
Manufacturing
Financial Services
Professional Services
Healthcare
Biotechnology
Real Estate
Energy
Telecommunications
Research and Development
Retail
E-commerce
Construction
Education
Mining and Resources
Legal
Business Development
Executive Leadership
Research and Development
Operations
Finance
Procurement
Strategy
Innovation
Compliance
Commercial
Investment
Information Technology
Product Development
Corporate Affairs
Chief Executive Officer
Business Development Manager
Legal Counsel
Chief Financial Officer
Project Manager
Investment Director
Research Director
Operations Manager
Technology Officer
Partnership Manager
Procurement Manager
Strategy Director
Innovation Manager
Compliance Officer
Commercial Director
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