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Technology Confidentiality Agreement
"I need a Technology Confidentiality Agreement for sharing proprietary software code with an external development company in India, with specific provisions for source code protection and data transfer compliance under Singapore law."
1. Parties: Identification of all parties involved in the agreement, including full legal names and addresses
2. Background/Recitals: Context of the agreement and purpose for sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Trade Secrets', and 'Intellectual Property'
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and protected materials
5. Obligations of Receiving Party: Specific duties and responsibilities regarding the handling of confidential information
6. Permitted Uses: Explicit statement of allowed uses of the confidential information
7. Term and Termination: Duration of the agreement and conditions for termination
8. Return of Information: Procedures for returning or destroying confidential information
9. Governing Law: Specification of Singapore law as governing law
1. Data Protection Compliance: Additional provisions for compliance with Personal Data Protection Act (PDPA) when personal data is involved
2. Cross-Border Transfers: Specific provisions governing international transfer of information and compliance with cross-border data regulations
3. Employee Obligations: Additional requirements specific to employee handling of confidential information and compliance with Employment Act
4. Security Measures: Detailed technical and organizational security requirements for handling sensitive technical information
5. Audit Rights: Provisions for auditing compliance with the agreement, typically used for high-value or highly sensitive information
1. Schedule 1: Description of Confidential Information: Detailed list of specific confidential information covered by the agreement
2. Schedule 2: Authorized Personnel: List of individuals authorized to access and handle the confidential information
3. Schedule 3: Security Protocols: Specific security measures and procedures to be followed when handling confidential information
4. Schedule 4: Data Processing Requirements: Specific requirements for handling and processing data under PDPA compliance
5. Appendix A: Form of Acknowledgment: Template form for authorized personnel to acknowledge and agree to confidentiality obligations
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