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Subcontractor Confidentiality Agreement Template for Singapore

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Key Requirements PROMPT example:

Subcontractor Confidentiality Agreement

"Need a Subcontractor Confidentiality Agreement for a software development project with multiple international contractors, with specific provisions for source code protection and cross-border data transfers under Singapore law."

Document background
The Subcontractor Confidentiality Agreement is essential when engaging third-party service providers who will have access to sensitive business information. This agreement, governed by Singapore law, provides legal protection for confidential information, trade secrets, and intellectual property shared during the business relationship. It addresses key requirements under Singapore's Personal Data Protection Act and Trade Secrets Act, establishing clear obligations for information handling, security measures, and consequences of breach. The document is particularly crucial in today's business environment where subcontracting is common and data protection is paramount.
Suggested Sections

1. Parties: Identification of the contracting parties (main contractor and subcontractor)

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement, including definition of confidential information

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Term and Survival: Duration of the agreement and surviving obligations

6. Return of Confidential Information: Procedures for returning or destroying confidential information

7. Breach and Remedies: Consequences of breach and available remedies

Optional Sections

1. Data Protection Compliance: Additional provisions for compliance with Personal Data Protection Act (PDPA) when personal data is involved in the scope of work

2. Intellectual Property Rights: Provisions governing IP ownership and licenses when IP creation is part of the subcontractor's work

3. Non-Competition: Restrictions on competitive activities when protecting market position is crucial to the business relationship

4. Insurance Requirements: Specific insurance coverage requirements when handling particularly sensitive or valuable information

Suggested Schedules

1. Schedule 1: Defined Confidential Information: Detailed list of specific confidential information covered under the agreement

2. Schedule 2: Authorized Personnel: List of individuals authorized to access confidential information

3. Schedule 3: Security Protocols: Specific security measures required for information protection

4. Schedule 4: Data Processing Requirements: Specific requirements for handling personal data under PDPA

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

Personal Data Protection Act 2012 (PDPA): Key legislation governing the collection, use, disclosure, and protection of personal data in Singapore. Includes requirements for consent, notification, data protection obligations, and cross-border data transfer restrictions.

Employment Act: While not directly applicable to subcontractors, important for understanding and clearly defining the independent contractor relationship as distinct from employment.

Trade Secrets Act 2018: Legislation governing the protection of confidential information and trade secrets, including remedies for misappropriation.

Copyright Act 2021: Addresses intellectual property rights protection and ownership of works created during the subcontractor relationship.

Contract Law (Common Law): Fundamental principles governing contract formation, consideration requirements, enforceability, and remedies for breach under Singapore's common law system.

Competition Act: Ensures that confidentiality provisions and restrictions are reasonable and don't violate competition laws.

Evidence Act: Governs requirements for electronic records and signatures, and the admissibility of evidence in case of disputes.

Key Contract Clauses: Essential components including definition of confidential information, scope and duration of obligations, data protection compliance, breach notification, dispute resolution, jurisdiction, and remedies.

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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