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Bilateral Confidentiality Agreement
"I need a Bilateral Confidentiality Agreement for a technology partnership between my Malaysian software company and a Singapore-based AI research firm, with specific provisions for protecting source code and algorithm details, to be effective from March 1, 2025."
1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers (if companies), and registered addresses
2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and other important terms used in the agreement
4. Scope of Confidentiality: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care required
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Term and Survival: Duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Remedies: Rights and remedies in case of breach, including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendments
1. Non-Solicitation: Prevents parties from soliciting each other's employees or customers. Include when there's significant employee interaction or customer exposure
2. Non-Competition: Restricts competitive activities. Include when sharing highly sensitive commercial information
3. Data Protection Compliance: Specific obligations regarding personal data under PDPA. Include when confidential information includes personal data
4. Export Control: Compliance with export control laws. Include for international agreements or regulated technologies
5. Intellectual Property Rights: Clarification of IP ownership and rights. Include when confidential information includes IP or potential IP
6. Force Majeure: Provisions for unforeseen circumstances. Include in long-term NDAs or when regulatory compliance might be affected by external events
7. Independent Contractor Relationship: Clarifies that the agreement doesn't create any other business relationship. Include when parties might work closely together
1. Schedule 1 - Description of Confidential Information: Detailed list or categories 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 security measures and protocols for handling confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific purpose(s) for which confidential information may be used
5. Appendix A - Form of Acknowledgment: Template for acknowledgment to be signed by representatives who will have access to confidential information
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Chief Executive Officer
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Project Manager
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