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Confidentiality And Proprietary Rights Agreement Template for Singapore

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Key Requirements PROMPT example:

Confidentiality And Proprietary Rights Agreement

"I need a Confidentiality And Proprietary Rights Agreement for my Singapore-based software company to use with our new offshore development team in Vietnam, who will be starting work in March 2025 and will have access to our source code and client data."

Document background
The Confidentiality And Proprietary Rights Agreement is essential for businesses operating in Singapore who need to protect their sensitive information and intellectual property. This document is commonly used when engaging employees, contractors, or business partners who will have access to confidential information or will create intellectual property during their engagement. It combines traditional non-disclosure provisions with clear allocation of intellectual property rights, making it particularly valuable for technology companies, professional services firms, and innovative businesses operating under Singapore jurisdiction.
Suggested Sections

1. 1. Parties: Identifies and defines the disclosing party and receiving party, including their registered addresses and company details

2. 2. Background: Sets out the context of the agreement and why the parties are entering into it

3. 3. Definitions: Defines key terms including 'Confidential Information', 'Intellectual Property Rights', 'Representatives' and other important terms used tHRoughout the agreement

4. 4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information

5. 5. Permitted Disclosures: Circumstances under which confidential information may be disclosed and the required safeguards

6. 6. Intellectual Property Rights: Provisions regarding ownership and protection of IP rights, including any licenses granted

7. 7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

8. 8. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination

9. 9. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and severability

Optional Sections

1. Employee and Contractor Obligations: Additional provisions specific to agreements involving employees or contractors, including non-compete and non-solicitation clauses

2. Cross-Border Data Transfer: Specific provisions for handling international data transfers in compliance with relevant data protection laws

3. Industry-Specific Compliance: Additional compliance requirements for regulated industries such as financial services or healthcare

4. Data Protection: Specific provisions relating to personal data protection under PDPA and other applicable laws

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of the types of confidential information covered by the agreement

2. Schedule 2 - Authorized Recipients: List of individuals or categories of persons authorized to receive confidential information

3. Schedule 3 - Security Measures: Specific security protocols and measures required for protecting confidential information

4. Schedule 4 - Specific Projects or Purpose: Details of specific projects or purposes for which confidential information may be used

Authors

Alex Denne

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

Relevant legal definitions






























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Industries

Personal Data Protection Act 2012: Primary legislation governing the collection, use, disclosure, and care of personal data in Singapore. Essential for ensuring compliance with data protection obligations in confidentiality agreements.

Copyright Act 2021: Governs copyright protection in Singapore, crucial for protecting intellectual property rights and creative works covered under the confidentiality agreement.

Patents Act 1994: Regulates patent protection in Singapore, important for safeguarding inventions and technical innovations that may be disclosed under the agreement.

Trade Marks Act 1998: Protects distinctive signs, brands, and marks. Relevant when confidential information includes trademark-related materials.

Trade Secrets Protection Bill: Upcoming legislation specifically aimed at protecting trade secrets in Singapore, will provide stronger protection for confidential business information.

Law of Confidence: Common law principles governing confidential information, establishing the basic requirements for protection of confidential information.

Official Secrets Act: Protects sensitive government information. Must be considered if the agreement involves any government-related confidential information.

Competition Act: Ensures that confidentiality provisions do not create anti-competitive effects or violate competition law principles.

Employment Act: Relevant when the confidentiality agreement involves employees, governing the employer-employee relationship and related obligations.

TRIPS Agreement: International agreement setting minimum standards for IP protection, relevant for cross-border aspects of confidential information.

Banking Act: Specific regulations for the financial sector, including provisions on banking secrecy and confidentiality of customer information.

Securities and Futures Act: Governs financial markets and services, including confidentiality obligations in the financial sector.

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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