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Confidentiality And Exclusivity Agreement Template for Singapore

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Key Requirements PROMPT example:

Confidentiality And Exclusivity Agreement

"I need a Confidentiality and Exclusivity Agreement for a new software development partnership in Singapore, where we'll be sharing proprietary code with our partner but need them to work exclusively with us for 24 months starting January 2025."

Document background
The Confidentiality and Exclusivity Agreement is essential for businesses operating in Singapore seeking to protect sensitive information while establishing exclusive commercial relationships. This document is particularly relevant when parties are exploring strategic partnerships, joint ventures, or exclusive distribution arrangements. It combines strict confidentiality provisions under Singapore's legal framework with exclusivity terms that comply with local competition laws. The agreement is commonly used during business negotiations, product development, market entry strategies, and other sensitive commercial arrangements where both information protection and business exclusivity are crucial.
Suggested Sections

1. Parties: Identification and details of all parties entering into the agreement

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

3. Definitions and Interpretation: Key terms and their meanings used throughout the agreement

4. Confidentiality Obligations: Core obligations regarding confidential information, including scope and handling requirements

5. Exclusivity Obligations: Terms of exclusive dealings or relationships between parties

6. Term and Termination: Duration of agreement and circumstances for termination

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

8. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

Optional Sections

1. Permitted Disclosures: Exceptions to confidentiality obligations and circumstances under which disclosure is allowed

2. Data Protection: Provisions ensuring compliance with Singapore's Personal Data Protection Act (PDPA)

3. Non-Solicitation: Restrictions on soliciting employees or customers of the other party

4. Assignment: Provisions regarding the rights to transfer obligations to other parties

5. Intellectual Property: Provisions addressing IP ownership and licensing related to confidential information

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Recipients: List of individuals or entities permitted to receive confidential information

3. Schedule 3 - Security Procedures: Specific procedures and protocols for handling confidential information

4. Schedule 4 - Exclusivity Terms: Detailed scope and terms of exclusivity arrangements

5. Schedule 5 - Form of Non-Disclosure Agreement: Template NDA for authorized recipients to sign

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

Relevant legal definitions


























Clauses


























Industries

Singapore Contract Law: Primary legislation governing contract formation, execution, and enforcement, based on Common Law principles

Contracts (Rights of Third Parties) Act 2001: Governs the rights of third parties to enforce terms of a contract to which they are not a party

Electronic Transactions Act 2010: Regulates electronic signatures and the formation of contracts by electronic means

Evidence Act (Chapter 97): Contains provisions regarding confidential communications and their admissibility in legal proceedings

Multi-Party Mediation Cases (Confidentiality) Rules: Regulates confidentiality in mediation proceedings and settlements

Competition Act 2004: Regulates anti-competitive practices, particularly relevant for exclusivity clauses that might restrict competition

Copyright Act 2021: Protects original works and may be relevant when confidential information includes copyrighted material

Patents Act: Protects inventions and may be relevant when confidential information includes patent-related information

Trade Marks Act: Protects trademarks and may be relevant when confidential information includes trademark-related information

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data by organizations

Specific Relief Act: Provides for specific remedies including injunctions for breach of confidentiality

Limitation Act: Sets time limits for bringing legal actions for breach of contract or confidentiality

Civil Law Act: Contains general provisions about civil law and remedies in Singapore

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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