Non Disclosure Contract Template for Singapore

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Key Requirements PROMPT example:

Non Disclosure Contract

"I need a Non Disclosure Contract governed by Singapore law for my tech startup to protect our AI algorithms when discussing with potential investors, to be effective from March 2025, with special emphasis on protecting our source code and research data."

Document background
The Non Disclosure Contract is essential for businesses operating in Singapore seeking to protect their proprietary information, trade secrets, and confidential data. This document, governed by Singapore law, is commonly used before business negotiations, during partnerships, or when engaging with vendors, employees, or consultants. It defines what constitutes confidential information, establishes protection mechanisms, and outlines consequences of breach, while ensuring compliance with Singapore's Personal Data Protection Act 2012 and relevant contract law principles.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including their registered addresses and company registration details

2. Background: Context and purpose of the NDA, explaining the relationship between parties and reason for sharing confidential information

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'

4. Confidentiality Obligations: Core obligations regarding the handling, protection, and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which disclosure is allowed, including to employees, advisors, or as required by law

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

7. Return of Information: Obligations regarding return or destruction of confidential information upon termination or request

8. Governing Law: Specification of Singapore law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Solicitation: Prevents poaching of employees, clients, or suppliers during and after the agreement term

2. Non-Competition: Restricts competitive activities between parties during the confidential relationship

3. Specific Project Terms: Additional terms and conditions specific to particular projects or business relationships

4. Data Protection: PDPA compliance provisions for handling personal data and data protection obligations

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed list and categories of specific confidential information covered by the agreement

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

3. Schedule 3 - Specific Projects: Details of specific projects or business activities covered by the NDA

4. Schedule 4 - Security Measures: Required security protocols and 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

Industries

Singapore Contract Law: Core legislation governing contract formation, including Contract Act (Cap. 53). Covers fundamental elements: offer, acceptance, consideration, and intention to create legal relations.

Singapore Evidence Act: Cap. 97 - Governs admissibility of evidence and supports enforcement of confidentiality obligations in legal proceedings.

Personal Data Protection Act 2012: PDPA - Regulates the collection, use, disclosure and care of personal data. Essential for NDAs involving personal information.

Copyright Act: Cap. 63 - Protects original works and is relevant when confidential information includes copyrighted materials.

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

Trade Marks Act: Cap. 332 - Protects distinctive signs, relevant when confidential information includes trademark-related materials.

Employment Act: Cap. 91 - Relevant for employee NDAs and workplace confidentiality obligations.

Competition Act: Cap. 50B - Ensures NDA provisions don't create anti-competitive effects or violate competition laws.

Common Law Principles of Confidentiality: Non-statutory principles developed through case law that govern confidential relationships and trade secrets protection.

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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