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Independent Contractor Non Disclosure Agreement Template for Singapore

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Key Requirements PROMPT example:

Independent Contractor Non Disclosure Agreement

"I need an Independent Contractor Non-Disclosure Agreement for a Singapore-based software developer who will be working on our new fintech platform starting March 2025, with special emphasis on protecting our proprietary trading algorithms and customer data."

Document background
The Independent Contractor Non-Disclosure Agreement is essential when businesses in Singapore engage external service providers who need access to confidential or proprietary information. This document establishes clear obligations for protecting sensitive information while maintaining the contractor's independent status, crucial for compliance with Singapore's Employment Act and Contract Act. It's particularly relevant in today's gig economy where companies regularly engage independent professionals for specialized projects requiring access to internal information.
Suggested Sections

1. Parties: Identification of the disclosing party and receiving party

2. Background: Context of the relationship and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed

6. Term and Survival: Duration of the agreement and surviving obligations

7. Return of Confidential Information: Obligations regarding return or destruction of confidential information

8. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Independent Contractor Status: Explicit confirmation of independent contractor relationship - used when there's potential ambiguity about employment status

2. Non-Competition: Restrictions on competitive activities - used when contractor may have access to competitively sensitive information

3. Non-Solicitation: Restrictions on soliciting employees or customers - used when contractor has significant contact with employees or customers

4. Data Protection: PDPA compliance provisions - used when personal data is involved

Suggested Schedules

1. Description of Services: Detailed scope of contractor's services and responsibilities

2. Confidential Information Categories: Specific types of confidential information covered

3. Approved Representatives: List of individuals authorized to receive confidential information

4. Security Protocols: Specific procedures for handling confidential information

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















Clauses




















Industries

Contract Act 1872: Primary legislation governing contract formation, validity, and enforcement in Singapore

Employment Act (Cap. 91): Key legislation to reference for properly distinguishing independent contractor status from employment relationships

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data, relevant if confidential information includes personal data

Copyright Act (Cap. 63): Protects original works and intellectual property rights that may be part of confidential information

Patents Act (Cap. 221): Relevant for protecting confidential information related to inventions and technical innovations

Trade Marks Act (Cap. 332): Protects distinctive marks, relevant if confidential information includes trademark-related materials

Competition Act (Cap. 50B): Ensures that confidentiality restrictions are reasonable and do not violate competition laws

Specific Relief Act: Provides framework for specific performance and injunctive relief in case of breach

Civil Law Act: General framework for civil remedies and enforcement of contractual obligations

Singapore Evidence Act: Governs the admissibility of evidence, including confidential information, in legal proceedings

Common Law Principles of Confidentiality: Case law and principles governing protection of confidential information and trade secrets

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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