Mutual Non Circumvention Non Disclosure Agreement Template for Singapore

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Key Requirements PROMPT example:

Mutual Non Circumvention Non Disclosure Agreement

"I need a Mutual Non Circumvention Non Disclosure Agreement for a potential joint venture between my Singapore-based fintech startup and a European investment firm, which needs to be in place by March 2025 and should specifically protect our client database and proprietary trading algorithms."

Document background
The Mutual Non-Circumvention Non-Disclosure Agreement (NCNDA) is essential for businesses operating in Singapore's dynamic commercial environment. It serves dual purposes: protecting confidential information and securing business relationships from circumvention. This document is particularly crucial when parties are exploring potential business opportunities, sharing sensitive information, or engaging in preliminary discussions about partnerships or transactions. Under Singapore law, this agreement provides robust protection tHRough established contract law principles and specific statutory provisions including the PDPA and Competition Act.
Suggested Sections

1. Parties: Identification and details of all parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used tHRoughout the agreement

4. Confidentiality Obligations: Core obligations regarding confidential information

5. Non-Circumvention Provisions: Obligations not to bypass or circumvent relationships

6. Term and Termination: Duration and termination conditions

7. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Data Protection: PDPA compliance provisions, required if personal data is involved

2. Intellectual Property Rights: Specific IP protection clauses, needed for IP-heavy relationships

3. Insurance: Insurance requirements, relevant for high-risk transactions

4. Force Majeure: Provisions for unforeseeable circumstances, useful for long-term agreements

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of information covered by the agreement

2. Schedule of Authorized Representatives: List of persons authorized to receive confidential information

3. Schedule of Specific Projects: Details of specific projects or transactions covered

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
Industries

Singapore Contract Act (Cap. 53): Fundamental legislation governing contract formation, validity, and enforcement in Singapore

Unfair Contract Terms Act (Cap. 396): Regulates unfair terms in contracts and limits the extent to which liability can be excluded or restricted

Evidence Act (Cap. 97): Governs the handling of confidential communications and their admissibility in legal proceedings

Personal Data Protection Act 2012 (PDPA): Regulates the collection, use, disclosure, and care of personal data by organizations

Copyright Act (Cap. 63): Protects original works and regulates their use, which may be relevant for confidential materials

Patents Act (Cap. 221): Protects inventions and innovations that may be part of confidential information

Trade Marks Act (Cap. 332): Protects distinctive signs and brands that may be part of confidential information

Competition Act (Cap. 50B): Ensures that non-circumvention provisions do not violate competition laws or create unfair market restrictions

Specific Relief Act (Cap. 321): Provides framework for specific performance and injunctive relief in case of breach

Civil Law Act (Cap. 43): Provides general framework for civil proceedings and remedies in Singapore

Common Law Principles of Breach of Confidence: Case law principles governing confidentiality obligations and their enforcement

Trade Secrets Protection: Common law principles protecting commercially valuable confidential information and trade secrets

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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