Indemnification In Non Disclosure Agreement

Indemnification In Non Disclosure Agreement Template for Hong Kong

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Key Requirements PROMPT example:

"I need an Indemnification In Non Disclosure Agreement under Hong Kong law for my technology company that specifically covers source code protection and includes strong indemnification provisions for any unauthorized disclosure of our AI algorithms, with the agreement to be effective from March 2025."

Document background

The Indemnification In Non Disclosure Agreement is essential for businesses and individuals operating under Hong Kong law who need to share sensitive information while maintaining robust protection against unauthorized disclosure. This document type is particularly relevant in situations where parties need to establish clear liability frameworks for potential breaches of confidentiality. It combines standard NDA provisions with detailed indemnification clauses that specify the scope of liability, calculation of damages, and processes for claiming indemnification. The agreement is structured to comply with Hong Kong's legal requirements, including the Control of Exemption Clauses Ordinance and relevant common law principles, making it suitable for both domestic and international business relationships where Hong Kong law governs the arrangement.

Suggested Sections

1. Parties: Identifies and defines the parties entering into the agreement, including their legal names, addresses, and company registration details

2. Background: Sets out the context and purpose of the agreement, including the nature of the confidential information to be shared

3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information', 'Indemnification', and other relevant terms

4. Confidentiality Obligations: Details the core obligations regarding the protection and non-disclosure of confidential information

5. Permitted Use and Disclosure: Specifies the authorized uses of confidential information and circumstances under which disclosure is permitted

6. Indemnification Provisions: Comprehensive details of the indemnification obligations, including scope, triggers, and process

7. Term and Termination: Specifies the duration of the agreement and circumstances for termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for dispute resolution

10. Execution: Signature blocks and execution formalities

Optional Sections

1. Specific Industry Compliance: Additional provisions for regulated industries (e.g., financial services, healthcare) regarding regulatory compliance

2. Data Privacy Compliance: Specific provisions relating to personal data protection under Hong Kong's PDPO, used when confidential information includes personal data

3. Insurance Requirements: Specifications for insurance coverage related to indemnification obligations, used in high-value or high-risk situations

4. Security Measures: Detailed requirements for protecting confidential information, particularly relevant for technical or highly sensitive information

5. Dispute Resolution: Alternative dispute resolution procedures such as mediation or arbitration, useful for complex commercial relationships

6. Survival Clauses: Specific provisions that survive termination, particularly relevant for long-term confidential information

7. Third Party Rights: Provisions under the Contracts (Rights of Third Parties) Ordinance, needed if third party rights are to be included or excluded

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of the 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 security measures and protocols for handling confidential information

4. Schedule 4 - Indemnification Calculation Method: Detailed methodology for calculating indemnification amounts if applicable

5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings to be signed by employees or representatives

6. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Healthcare

Professional Services

Manufacturing

Real Estate

Telecommunications

Research and Development

Biotechnology

Education

Legal Services

Investment Banking

Insurance

Retail

E-commerce

Relevant Teams

Legal

Compliance

Risk Management

Executive Leadership

Business Development

Research and Development

Information Technology

Finance

Operations

Corporate Affairs

Procurement

Information Security

Strategy

Innovation

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Compliance Officer

Risk Manager

Business Development Director

Chief Financial Officer

Project Manager

Research Director

Chief Technology Officer

Head of Innovation

Investment Manager

Corporate Secretary

Chief Operating Officer

Information Security Officer

Head of Procurement

Strategic Partnership Manager

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