Deed Of Non Disclosure Template for Singapore

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Key Requirements PROMPT example:

Deed Of Non Disclosure

"I need a Deed of Non-Disclosure for my Singapore-based AI startup to protect our proprietary algorithms and research data when sharing information with potential investors, making sure to include specific provisions about international data transfers and AI-specific confidentiality measures."

Document background
A Deed of Non-Disclosure is commonly used in Singapore when parties need to share sensitive information with enhanced legal protection. Unlike standard contracts, it doesn't require consideration to be enforceable and provides a longer limitation period for bringing claims. The deed typically covers definition of confidential information, scope of protection, permitted uses, duration of obligations, and remedies for breach. It's particularly valuable for high-stakes business transactions, strategic partnerships, and situations where standard NDAs may not provide sufficient protection.
Suggested Sections

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

2. Background: Context and purpose of the deed, including the nature of the relationship between the parties

3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information and any specific exclusions

5. Obligations of Confidentiality: Core confidentiality obligations, permitted uses, and standard of care required

6. Term and Survival: Duration of confidentiality obligations and which provisions survive termination

7. Return or Destruction of Information: Procedures for handling confidential information after termination or upon request

8. Remedies for Breach: Legal consequences, available remedies, and acknowledgment of irreparable harm

Optional Sections

1. Security Measures: Specific security requirements and protocols for protecting confidential information

2. Third Party Disclosure: Rules and procedures for sharing confidential information with authorized third parties

3. International Transfer: Provisions governing cross-border data transfers and compliance with international data protection laws

4. Data Protection: Specific provisions relating to personal data handling and PDPA compliance

5. Intellectual Property: Provisions clarifying ownership and rights in confidential information and any IP arising from its use

Suggested Schedules

1. Schedule 1: Description of Confidential Information: Detailed list or categories of information deemed confidential under the deed

2. Schedule 2: Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information

3. Schedule 3: Security Protocols: Specific security measures, procedures, and technical requirements for handling confidential information

4. Schedule 4: Approved Third Party Recipients: Pre-approved third parties who may receive confidential information and their obligations

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

Industries

Civil Law Act (Cap. 43): Primary legislation governing the formal requirements for valid deeds in Singapore, including execution requirements and formalities

Evidence Act (Cap. 97): Legislation governing documentary evidence and the admissibility of electronic records in legal proceedings

Personal Data Protection Act 2012 (PDPA): Comprehensive data protection law governing the collection, use, disclosure and transfer of personal data, including cross-border data transfers

Official Secrets Act (Cap. 213): Legislation protecting government secrets and classified information, relevant if NDA involves government-related information

Competition Act (Cap. 50B): Law governing anti-competitive practices and the sharing of commercially sensitive information between businesses

Contracts (Rights of Third Parties) Act: Legislation governing the rights of third parties to enforce contractual terms, relevant if NDA needs to benefit or be enforceable by third parties

Common Law Principles: Fundamental legal principles including doctrine of privity of contract, principles of confidentiality, and equitable duties of confidence

Remedies Framework: Legal remedies available for breach of confidentiality including injunctive relief, damages, and specific performance

Limitation Act: Statute governing time limits for bringing legal actions and enforcement of rights

Electronic Transactions Act: Legislation governing electronic transactions and digital signatures, relevant if the deed will be executed electronically

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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