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Cross Border NDA Template for Singapore

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Key Requirements PROMPT example:

Cross Border NDA

"Need a Cross Border NDA governed by Singapore law for a potential joint venture with a Japanese technology company, covering AI software development and requiring strict data protection provisions to be included, targeting completion by March 2025."

Document background
The Cross Border NDA is essential for international business relationships where confidential information needs to be shared between parties in different jurisdictions. This document is particularly relevant in Singapore's position as a global business hub, incorporating local legal requirements while facilitating international commerce. It addresses key aspects such as data protection, intellectual property rights, and cross-border enforcement, while ensuring compliance with Singapore's legal framework and international best practices. The agreement is commonly used in international joint ventures, technology licensing, merger discussions, and other cross-border business arrangements.
Suggested Sections

1. Parties: Identification of all parties entering into the NDA, including registered addresses and company registration details

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

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

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information

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

6. Term and Survival: Duration of the agreement and obligations that survive termination

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

8. Governing Law: Singapore law provisions and jurisdiction

Optional Sections

1. Data Protection: PDPA compliance provisions for handling personal data

2. Non-Solicitation: Restrictions on soliciting employees or customers during and after the agreement

3. Intellectual Property: IP ownership and rights provisions for shared information

4. Security Measures: Specific security requirements and protocols for handling sensitive information

5. Dispute Resolution: Detailed procedures for resolving disputes including mediation and arbitration options

Suggested Schedules

1. Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Security Protocols: Specific security procedures and requirements for handling confidential information

4. Permitted Purpose Details: Detailed description of the permitted use and scope 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


















Clauses


















Industries

Evidence Act (Chapter 97): Singapore's primary legislation governing confidentiality and admissibility of evidence in legal proceedings. Crucial for enforcement of NDA violations.

Personal Data Protection Act 2012 (PDPA): Singapore's main data protection legislation governing the collection, use, disclosure, and care of personal data, including cross-border data transfers.

Official Secrets Act (Chapter 213): Legislation protecting government-related confidential information, relevant if the NDA involves government or public sector information.

Competition Act (Chapter 50B): Regulates competition-sensitive information and market conduct, important for NDAs involving commercially sensitive information.

TRIPS Agreement: International agreement setting minimum standards for trade secrets protection, relevant for cross-border intellectual property protection.

Singapore Free Trade Agreements: Various bilateral and multilateral trade agreements that may contain provisions affecting confidentiality and trade secret protection.

Electronic Transactions Act: Governs electronic signatures and digital contracts, crucial for cross-border NDAs executed electronically.

Singapore Contract Law: Common law principles governing contract formation, interpretation, and enforcement in Singapore.

Arbitration Act: Framework for arbitration proceedings in Singapore, relevant if including arbitration clauses in the NDA.

Banking Act: Contains banking secrecy provisions, relevant if the NDA involves financial institutions or banking information.

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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