Non Disclosure Agreement Template Hk

NON-DISCLOSURE AGREEMENT (HONG KONG)

Document ID: TR-HKNDA-2026-001 Effective Date: [____/____/2026]

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Instructions for Use

• This Non-Disclosure Agreement (NDA) should be completed by the Disclosing Party and the Receiving Party (or their authorized representatives) before any Confidential Information is shared.
• The fully executed original of this NDA must be retained in a secure, central repository for a minimum of seven (7) years from the Effective Date. A scanned copy may be stored electronically.
• Attach Schedule 1 (if applicable) detailing specific projects, documents, or categories of Confidential Information, and ensure all parties acknowledge receipt.

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This Non-Disclosure Agreement (this "Agreement") is made and entered into on the Effective Date by and between:

1. Disclosing Party: Company Name: [__________] Company Registration No.: [__________] Registered Address: [__________] [__________] (hereinafter, "Discloser")

AND

2. Receiving Party: Company Name: [__________] Company Registration No.: [__________] Registered Address: [__________] [__________] (hereinafter, "Recipient")

Each a "Party" and collectively the "Parties".

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RECITALS

A. Discloser possesses certain confidential, proprietary, and trade secret information. B. Recipient wishes to evaluate or engage in a potential business relationship, project, or transaction (the "Purpose") with Discloser. C. In connection with the Purpose, Discloser may disclose certain Confidential Information to Recipient. D. The Parties desire to set forth the terms and conditions under which such Confidential Information will be disclosed and maintained.

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AGREEMENT

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all information, in any form or medium, whether tangible or intangible, disclosed by Discloser to Recipient, directly or indirectly, whether before or after the Effective Date, concerning Discloser's business, technology, products, services, operations, or strategies, including but not limited to:

(a) Technical information such as formulas, patterns, compilations, programs, devices, methods, techniques, processes, designs, research, and development. (b) Business information such as customer lists, vendor lists, financial data, marketing plans, product plans, business strategies, and employee information. (c) Proprietary information such as trade secrets, copyrights, patents, trademarks, and know-how. (d) Any information identified by Discloser as confidential at the time of disclosure, or which, by its nature or the circumstances of its disclosure, a reasonable person would understand to be confidential.

Exclusions: Confidential Information does not include information that: (a) Is or becomes publicly available through no act or omission of Recipient. (b) Was lawfully known to Recipient prior to its disclosure by Discloser, without restriction on use or disclosure. (c) Is lawfully disclosed to Recipient by a third party who is not under an obligation of confidentiality to Discloser. (d) Is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

2. PURPOSE OF DISCLOSURE

The Confidential Information is being disclosed to Recipient solely for the Purpose of: [ ] Evaluating a potential business opportunity regarding [__________] [ ] Discussion of a potential partnership for [__________] [ ] Due diligence for a potential acquisition of [__________] [ ] Other: [__________]

3. OBLIGATIONS OF RECEIVING PARTY

Recipient agrees to: (a) Non-Disclosure: Keep all Confidential Information strictly confidential and not disclose it to any third party without Discloser's prior written consent. (b) Limited Use: Use the Confidential Information solely for the Purpose and for no other purpose whatsoever. (c) Protection: Protect the Confidential Information with at least the same degree of care as Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. (d) Limited Access: Limit access to Confidential Information to its employees, officers, directors, and professional advisors (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein. Recipient shall be responsible for any breach of this Agreement by its Representatives. (e) No Reverse Engineering: Not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas, algorithms, or structure of any Confidential Information provided in object code or other non-source code form.

4. TERM

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [__________] [ ] Years / [ ] Months (the "Term"). Notwithstanding the expiration or termination of this Agreement, Recipient's obligations with respect to Confidential Information shall survive for a period of [__________] [ ] Years / [ ] Indefinitely from the date of disclosure of such Confidential Information.

5. PERMITTED DISCLOSURES

Recipient may disclose Confidential Information if required to do so by applicable law, regulation, or a valid order of a court or other governmental body, provided that Recipient: (a) Provides Discloser with prompt written notice of such requirement (where legally permissible) sufficient to allow Discloser to seek a protective order or other appropriate remedy. (b) Cooperates with Discloser in any attempt to obtain a protective order or other remedy. (c) Discloses only that portion of the Confidential Information that it is legally required to disclose.

6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon Discloser's written request, or upon the termination of this Agreement, Recipient shall: (a) Promptly return to Discloser all originals and copies of Confidential Information, including all notes, summaries, analyses, and other materials containing or reflecting Confidential Information. (b) Alternatively, destroy all such Confidential Information and certify such destruction in writing to Discloser within [__________] days of Discloser's request. (c) Notwithstanding the foregoing, Recipient may retain one (1) copy of the Confidential Information solely for archival purposes in compliance with applicable law or internal record-keeping policies, subject to the continuing confidentiality obligations hereunder.

7. REMEDIES

Recipient acknowledges that monetary damages alone may not be a sufficient remedy for any breach of this Agreement, and that Discloser shall be entitled to seek injunctive relief or other equitable remedies (without posting a bond or other security), in addition to any other remedies available at law or in equity, for any actual or threatened breach of this Agreement.

8. NO LICENSE

Nothing in this Agreement shall be construed as granting any right or license under any patents, copyrights, trade secrets, or other intellectual property rights now or hereafter owned by Discloser to Recipient. All Confidential Information shall remain the exclusive property of Discloser.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. The Parties irrevocably agree that the courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

11. SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

12. WAIVER

No waiver by Discloser of any breach of this Agreement shall constitute a waiver of any other breach. No waiver shall be effective unless made in writing and signed by an authorized representative of Discloser.

13. NOTICES

All notices and requests under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, reputable overnight courier, or registered mail, postage prepaid, to the addresses first set forth above or to such other address as a Party may designate by notice to the other Party.

14. ASSIGNMENT

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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EXECUTION & SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY:

For and on behalf of [__________]

Signature: _________________________ Printed Name: [__________] Title: [__________] Date: [____/____/2026]

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RECEIVING PARTY:

For and on behalf of [__________]

Signature: _________________________ Printed Name: [__________] Title: [__________] Date: [____/____/2026]

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SCHEDULE 1: DESCRIPTION OF CONFIDENTIAL INFORMATION

(Optional - Attach if specific items/projects need explicit listing)

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.