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Technology Confidentiality Agreement Template for Singapore

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Key Requirements PROMPT example:

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."

Document background
The Technology Confidentiality Agreement is essential when parties need to share sensitive technical information, trade secrets, or proprietary technology in Singapore. This agreement is commonly used during technology development collaborations, system implementations, or when engaging technical consultants. It ensures compliance with Singapore's robust legal framework, including the Personal Data Protection Act, Copyright Act, and common law protection of trade secrets. The agreement is particularly crucial in Singapore's growing technology sector, where protection of intellectual property and confidential information is paramount.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 (PDPA): Primary legislation governing the collection, use, disclosure, and care of personal data in Singapore. Essential for provisions related to data protection and privacy in the confidentiality agreement.

Official Secrets Act: Legislation protecting sensitive government information and official secrets. Relevant if the technology agreement involves government-related information or projects.

Evidence Act: Governs the admissibility of evidence in legal proceedings, including electronic records and documents. Important for enforcement of confidentiality breaches.

Copyright Act 2021: Protects original works and creative content. Crucial for technology agreements involving software, documentation, and other copyrightable materials.

Patents Act: Protects inventions and innovations. Relevant when the confidential information includes patentable technology or processes.

Trade Marks Act: Protects brands and distinctive marks. Important if the confidential information includes trademark-related materials.

Trade Secrets Law: Common law protection for confidential business information that provides competitive advantage. Forms the backbone of confidentiality protection.

Competition Act: Ensures fair market competition. Relevant for provisions that might affect market competition or contain non-compete clauses.

Unfair Contract Terms Act: Regulates unfair terms in contracts. Important for ensuring the enforceability of confidentiality provisions.

Electronic Transactions Act: Governs electronic transactions and digital signatures. Relevant if the agreement will be executed electronically.

Employment Act: Regulates employment relationships. Applicable when confidentiality obligations involve employees or employment relationships.

Computer Misuse Act: Protects against unauthorized access and modification of computer material. Important for technology-related confidentiality breaches.

Criminal Law (Temporary Provisions) Act: Provides for prevention of serious breaches that might affect national security. Relevant for severe confidentiality breaches.

TRIPS Agreement: International agreement on intellectual property rights. Relevant for cross-border protection of confidential information.

Cybersecurity Act: Governs cybersecurity requirements and critical information infrastructure. Important if the confidential information involves critical systems or infrastructure.

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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