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Non Solicitation NDA Template for Hong Kong

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Key Requirements PROMPT example:

Non Solicitation NDA

"I need a Non-Solicitation NDA under Hong Kong law for a technology consulting engagement starting March 2025, specifically to protect our client relationships and prevent the consultant from poaching our software developers for 24 months after the engagement ends."

Document background
This Non Solicitation NDA is designed for use in business relationships where there's a need to protect both confidential information and prevent the poaching of employees, clients, or business partners. Commonly used in Hong Kong business transactions, mergers and acquisitions, joint ventures, and employment relationships, the document combines standard confidentiality provisions with specific non-solicitation clauses. It ensures compliance with Hong Kong's legal framework, including the Employment Ordinance, Competition Ordinance, and common law principles governing restrictive covenants. The agreement is particularly valuable when parties are engaging in business discussions, due diligence processes, or strategic partnerships where exposure to sensitive information and key business relationships creates potential risks.
Suggested Sections

1. Parties: Identifies and defines the parties entering into the agreement

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement including 'Confidential Information', 'Business Relationship', and 'Restricted Persons'

4. Confidentiality Obligations: Details the core obligations regarding confidential information protection

5. Non-Solicitation Covenants: Specifies restrictions on soliciting employees, customers, suppliers, and other business relationships

6. Duration of Obligations: Specifies the time period for both confidentiality and non-solicitation obligations

7. Permitted Disclosures: Outlines circumstances where disclosure is permitted (e.g., legal requirements, authorized disclosures)

8. Return of Confidential Information: Procedures for returning or destroying confidential information

9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - use when dealing with technical or creative information

2. Data Protection: Specific provisions for handling personal data - include when personal data processing is involved

3. Survival Clause: Specifies which provisions survive termination - important for long-term business relationships

4. Assignment and Succession: Rules about transferring rights under the agreement - useful for corporate groups or potential M&A situations

5. Monitoring and Compliance: Procedures for ensuring compliance - useful for high-risk or complex business relationships

6. Third Party Rights: Provisions under the Contracts (Rights of Third Parties) Ordinance - include when third party enforcement rights are needed

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered

2. Schedule 2 - Restricted Persons/Organizations: List of specific individuals, customers, or organizations covered by non-solicitation provisions

3. Schedule 3 - Authorized Recipients: List of persons authorized to receive confidential information

4. Schedule 4 - Security Measures: Specific security protocols for handling confidential information

5. Appendix A - Non-Disclosure Certificate: Template certificate for authorized recipients to sign acknowledging confidentiality obligations

Authors

Alex Denne

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

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Relevant Roles

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Industries






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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