Bilateral Non Disclosure Agreement Template for Singapore

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Key Requirements PROMPT example:

Bilateral Non Disclosure Agreement

"I need a Bilateral Non Disclosure Agreement under Singapore law for my technology startup to protect confidential information while discussing a potential partnership with a manufacturing company in March 2025, with specific provisions for protecting software source code and manufacturing processes."

Document background
The Bilateral Non Disclosure Agreement is essential for businesses and individuals operating in Singapore who need to share sensitive information while maintaining confidentiality. This document is commonly used before commercial negotiations, potential partnerships, or business transactions where parties need to exchange proprietary information. The agreement complies with Singapore's legal framework, including the Personal Data Protection Act and Contract Law, providing clear obligations and remedies for both parties. It's particularly relevant in Singapore's dynamic business environment, where cross-border transactions and technology transfers are common.
Suggested Sections

1. Parties: Identification and details of both parties entering into the NDA

2. Background: Context and purpose of the NDA

3. Definitions: Key terms used in the agreement, including definition of confidential information

4. Obligations of Confidentiality: Core confidentiality obligations of both parties

5. Permitted Use: Allowed uses of confidential information

6. Term and Termination: Duration of the agreement and termination provisions

7. Return of Confidential Information: Procedures for returning or destroying confidential information

8. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Specific Industry Provisions: Additional provisions specific to certain industries when parties operate in regulated industries

2. Data Protection: Specific PDPA compliance provisions when personal data is involved

3. Group Company Rights: Extension of rights to group companies when parties are part of larger corporate groups

4. Intellectual Property Rights: Specific IP-related provisions when IP rights are involved in the disclosure

Suggested Schedules

1. Schedule of Authorized Representatives: List of individuals authorized to receive confidential information

2. Schedule of Specific Confidential Information: Detailed description of confidential information covered

3. Schedule of Permitted Purpose: Detailed description of allowed uses of confidential information

4. Schedule of Security Measures: Required security measures for protecting confidential 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

Clauses
Industries

Evidence Act (Chapter 97): Key legislation governing the enforceability and admissibility of evidence in case of NDA disputes in Singapore courts

Contracts Act (Chapter 53): Primary legislation governing contract formation, validity, and enforcement in Singapore, essential for NDA structuring

Official Secrets Act (Chapter 213): Legislation that may be relevant if the NDA involves government-related information or official secrets

Personal Data Protection Act 2012 (PDPA): Critical legislation governing the collection, use, and disclosure of personal data in Singapore, must be considered in NDA terms

Competition Act (Chapter 50B): Ensures the NDA provisions do not violate competition laws or create anti-competitive arrangements

Common Law Trade Secrets Protection: Common law principles protecting trade secrets in Singapore, as there is no specific trade secrets statute

Copyright Act: Intellectual property legislation relevant for protecting copyrighted information disclosed under the NDA

Patents Act: Legislation governing patent protection, relevant when NDAs involve patentable innovations or technical information

Trade Marks Act: Legislation protecting trademark rights that may be disclosed under the NDA

Employment Act (Chapter 91): Relevant when NDAs involve employees or employment relationships

Limitation Act (Chapter 163): Establishes time limits for bringing legal actions related to NDA breaches

Electronic Transactions Act: Governs the validity of electronic signatures and electronic execution of NDAs in Singapore

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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