Non Circumvention Non Disclosure & Working Agreement Generator for Singapore

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Key Requirements PROMPT example:

Non Circumvention Non Disclosure & Working Agreement

"I need a Non Circumvention Non Disclosure & Working Agreement for a potential joint venture with a Singapore-based technology company starting March 2025, focusing heavily on protecting our AI algorithms and ensuring they can't approach our clients directly."

Document background
The Non Circumvention Non Disclosure & Working Agreement (NCNDA) is essential in Singapore's dynamic business environment where protecting business relationships and confidential information is crucial. This document is typically used when parties are exploring or entering into business relationships involving sensitive information, business opportunities, or joint ventures. Under Singapore law, it provides legally binding protections against circumvention of business relationships, unauthorized disclosure of confidential information, and establishes clear parameters for working relationships between parties.
Suggested Sections

1. Parties: Identification and details of all contracting parties

2. Background/Recitals: Context and purpose of the agreement

3. Definitions: Key terms used tHRoughout the agreement

4. Confidentiality Obligations: Core confidentiality provisions and handling of confidential information

5. Non-Circumvention: Provisions preventing parties from bypassing each other in business dealings

6. Term and Termination: Duration of agreement and termination conditions

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

Optional Sections

1. Working Relationship: Details of business collaboration when parties plan specific joint projects or ongoing collaboration

2. Intellectual Property Rights: Protection and ownership of IP when dealing with technology, creative works, or proprietary information

3. Data Protection: PDPA compliance provisions when personal data processing is involved

4. Non-Competition: Restrictions on competitive activities when parties want to prevent direct competition

5. Force Majeure: Provisions for unforeseen circumstances when long-term obligations are involved

Suggested Schedules

1. Description of Confidential Information: Detailed list of what constitutes confidential information

2. Permitted Recipients: List of authorized persons/entities who may access confidential information

3. Specific Projects: Details of specific business projects or opportunities

4. Security Protocols: Specific procedures for handling confidential information

5. Return/Destruction Certificate: Template for confirming return/destruction of 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

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

Misrepresentation Act (Cap. 390): Deals with false statements made during contract formation and provides remedies for misrepresentation

Evidence Act (Cap. 97): Contains provisions relating to privileged communications and admissibility of evidence in legal proceedings

Banking Act: Specific provisions relating to confidentiality in the financial sector

Copyright Act (Cap. 63): Protects original works and intellectual property rights, relevant for confidential materials that may be copyrighted

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

Trade Marks Act (Cap. 332): Protects brands and distinctive marks that may be disclosed during business relationships

Employment Act (Cap. 91): Governs employment relationships and may affect working agreement provisions

Personal Data Protection Act 2012: Regulates the collection, use, disclosure, and care of personal data

Competition Act (Cap. 50B): Ensures non-circumvention provisions don't violate competition laws or create unfair market restrictions

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

Civil Law Act (Cap. 43): Contains general provisions affecting civil law matters including contracts and remedies

Common Law Principles of Confidentiality: Non-statutory legal principles protecting confidential information and trade secrets

Common Law Contract Principles: Non-statutory principles governing contract formation, interpretation, and enforcement

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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