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Non Disclosure Non Circumvention Agreement
"I need a Non Disclosure Non Circumvention Agreement under Singapore law for a potential joint venture with a technology company, specifically protecting our AI algorithms and preventing them from approaching our existing clients directly, to be effective from March 2025."
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. Confidential Information: Definition and scope of protected information
5. Non-Disclosure Obligations: Core obligations regarding confidentiality
6. Non-Circumvention Obligations: Provisions preventing bypassing of business relationships
7. Term and Termination: Duration and termination provisions
8. Governing Law: Applicable law and jurisdiction
1. Permitted Disclosures: Exceptions to confidentiality obligations for specific circumstances such as legal requirements or authorized disclosures
2. Return of Confidential Information: Provisions for returning or destroying confidential information upon termination or request
3. Survival: Provisions specifying which obligations continue after termination of the agreement
4. Assignment: Rights and restrictions regarding transfer of obligations under the agreement
1. Schedule 1 - Specific Confidential Information: Detailed list of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific procedures for handling and protecting confidential information
4. Appendix A - Form of Acknowledgment: Template for additional parties to acknowledge and agree to the terms of the agreement
Authors
Business Opportunity
Permitted Purpose
Authorized Representatives
Affiliated Companies
Business Relationship
Circumvention
Disclosing Party
Receiving Party
Trade Secrets
Intellectual Property Rights
Proprietary Information
Effective Date
Term
Representatives
Permitted Disclosures
Security Protocols
Confidentiality Period
Business Contact
Material Non-Public Information
Protected Business Relationships
Third Party Recipients
Excluded Information
Residual Information
Direct Communication
Indirect Communication
Territory
Competitive Activity
Non-Circumvention
Term and Duration
Permitted Disclosures
Return of Information
Data Protection
Intellectual Property
Non-Solicitation
Remedies
Injunctive Relief
Governing Law
Jurisdiction
Severability
Assignment
Entire Agreement
Amendment
Notices
Force Majeure
Survival
Third Party Rights
Acknowledgment
Warranties
Indemnification
Dispute Resolution
Security Measures
Termination
Waiver
Counterparts
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