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Non Disclosure And Intellectual Property Rights Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Non Disclosure And Intellectual Property Rights Agreement

"I need a Non-Disclosure and Intellectual Property Rights Agreement for a software development partnership between my Hong Kong tech startup and a mainland China contractor, with special emphasis on source code protection and assignment of future IP rights for AI-related developments."

Document background
The Non-Disclosure and Intellectual Property Rights Agreement is essential for businesses operating in Hong Kong who need to protect their confidential information while establishing clear ownership and usage rights of intellectual property. This document is particularly relevant when parties need to share sensitive business information or collaborate on projects that may generate new IP. It incorporates provisions compliant with Hong Kong's legal framework, including the Patents Ordinance (Cap. 514), Copyright Ordinance (Cap. 528), and related IP legislation. The agreement is commonly used in scenarios such as business partnerships, technology licensing, research collaborations, and service provider relationships where both confidentiality and IP rights need to be protected. It provides comprehensive protection for trade secrets, technical know-how, and other proprietary information while establishing clear mechanisms for IP ownership, assignment, and licensing.
Suggested Sections

1. Parties: Identifies and defines the parties entering into the agreement

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Intellectual Property Rights', 'Permitted Purpose'

4. Confidentiality Obligations: Details the core obligations regarding handling and protecting confidential information

5. Permitted Use and Disclosure: Specifies the allowed uses of confidential information and circumstances under which disclosure is permitted

6. Intellectual Property Rights: Establishes ownership, assignment, and licensing of existing and future IP rights

7. Protection of Information: Specifies security measures and standards for protecting confidential information

8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

9. Duration and Survival: Specifies the term of the agreement and which provisions survive termination

10. Breach and Remedies: Details consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard contractual terms including governing law, jurisdiction, entire agreement, and variation

Optional Sections

1. Employee and Contractor Obligations: Used when the receiving party needs to ensure its employees and contractors are bound by similar obligations

2. Assignment of Future Inventions: Included when there's potential for new IP creation during the relationship

3. Third Party Rights: Required when third parties might need to enforce rights under the agreement

4. Data Protection Compliance: Added when confidential information includes personal data

5. Non-Competition and Non-Solicitation: Included when additional business protection beyond confidentiality is required

6. Source Code Protection: Used when software or source code is part of the confidential information

7. Export Control Compliance: Required when technology transfer or international sharing of information is involved

8. Reverse Engineering Prohibition: Added when protecting technical information or trade secrets

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list of specific confidential information covered by the agreement

2. Schedule 2 - Existing Intellectual Property: Inventory of pre-existing IP rights owned by each party

3. Schedule 3 - Authorized Personnel: List of individuals authorized to access and use confidential information

4. Schedule 4 - Security Protocols: Detailed security measures and procedures for protecting confidential information

5. Schedule 5 - Approved Third Party Recipients: List of approved third parties who may receive confidential information

6. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for employees or contractors

7. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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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Relevant Industries

Technology

Biotechnology

Pharmaceutical

Financial Services

Manufacturing

Research and Development

Healthcare

Professional Services

Entertainment

Media

Software Development

Electronics

Telecommunications

E-commerce

Education

Aerospace

Automotive

Consumer Goods

Relevant Teams

Legal

Research and Development

Information Technology

Product Development

Human Resources

Business Development

Engineering

Innovation

Procurement

Executive Leadership

Project Management

Intellectual Property

Corporate Strategy

Information Security

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

Research Director

Product Manager

Software Developer

Business Development Manager

Legal Counsel

Intellectual Property Manager

Innovation Director

Project Manager

Research Scientist

Technical Consultant

Systems Engineer

Contract Manager

Human Resources Director

Chief Information Officer

Development Engineer

Strategic Partnership Manager

Industries









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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