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NDA And Non Circumvention Agreement
"I need an NDA and Non-Circumvention Agreement for a Hong Kong technology company sharing software development plans with a potential manufacturing partner in Shenzhen, with special emphasis on protecting our client relationships and manufacturing processes."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the agreement, business relationship, and purpose of sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Non-Circumvention', 'Permitted Purpose', and other relevant terms
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Non-Circumvention Commitments: Obligations not to bypass or circumvent the disclosing party in business dealings
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Security Measures: Required procedures and measures for protecting confidential information
8. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Survival: Term of the agreement and provisions that survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes patentable inventions or trade secrets
2. Non-Solicitation: Restrictions on soliciting employees or customers, included when parties have access to personnel or customer information
3. Data Protection: Specific provisions for handling personal data, required when confidential information includes personal information
4. Export Control: Compliance with export control laws, needed when information may be subject to international transfer restrictions
5. Competitive Activities: Additional restrictions on competitive activities, useful in joint venture or partnership contexts
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term arrangements
7. Assignment and Subcontracting: Rules about transferring rights or obligations, important in corporate contexts
1. Schedule of Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Permitted Purpose: Detailed description of the specific business purpose for which confidential information may be used
4. Security Protocols: Specific security measures and procedures required for handling confidential information
5. Related Entities: List of affiliated companies or entities covered by the agreement
6. Excluded Information: Specific categories of information explicitly excluded from confidentiality obligations
Authors
Technology and Software
Manufacturing
Financial Services
Professional Services
Healthcare
Real Estate
International Trade
Retail and E-commerce
Research and Development
Telecommunications
Energy
Investment and Private Equity
Biotechnology
Media and Entertainment
Legal
Business Development
Executive Leadership
Finance
Operations
Research and Development
Procurement
Compliance
Information Technology
Strategy
Commercial
Investment
Corporate Development
Intellectual Property
Chief Executive Officer
Business Development Manager
Legal Counsel
Chief Financial Officer
Project Manager
Investment Director
Operations Manager
Procurement Manager
Research Director
Strategic Partnership Manager
Compliance Officer
Chief Technology Officer
Commercial Director
Intellectual Property Manager
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