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Mutual Confidentiality Agreement
"I need a Mutual Confidentiality Agreement for a technology startup in Hong Kong sharing software development information with a potential investor, with specific provisions for protecting source code and technical documentation, to be effective from March 2025."
1. Parties: Identification of all parties entering into the agreement, including their full legal names, registration numbers (if applicable), and registered addresses
2. Background: Context of the agreement, including the purpose of sharing confidential information and the nature of the business relationship
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations of each party regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
7. Security Measures: Specific measures required to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Termination: Term of the agreement and survival of obligations post-termination
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard contractual provisions including governing law, jurisdiction, entire agreement, and variation
1. Data Protection Compliance: Specific provisions addressing compliance with the Personal Data (Privacy) Ordinance when confidential information includes personal data
2. Intellectual Property Rights: Provisions clarifying ownership and protection of IP rights in confidential information
3. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship
4. Export Control: Provisions addressing export control regulations when confidential information may be subject to international transfer restrictions
5. Force Majeure: Provisions addressing circumstances beyond parties' control affecting confidentiality obligations
6. Assignment and Novation: Terms governing the transfer of rights and obligations under the agreement
7. Costs: Allocation of costs related to compliance with confidentiality obligations
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types and categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used
5. Appendix A - Form of Acknowledgment: Template for representatives to acknowledge confidentiality obligations
Authors
Technology
Financial Services
Manufacturing
Professional Services
Healthcare
Retail
Real Estate
Education
Telecommunications
Media and Entertainment
Biotechnology
Consulting
Energy
International Trade
Research and Development
Legal
Executive
Business Development
Research and Development
Human Resources
Information Technology
Finance
Operations
Procurement
Compliance
Corporate Secretariat
Investment
Commercial
Intellectual Property
Risk Management
Chief Executive Officer
Managing Director
Legal Counsel
Chief Financial Officer
Business Development Manager
Research Director
Project Manager
Human Resources Director
Chief Technology Officer
Operations Manager
Procurement Manager
Investment Manager
Corporate Secretary
Commercial Director
Compliance Officer
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