Non Disclosure Agreement Template Hong Kong

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into on this [__] day of [__________], 20[__] (the "Effective Date")

BETWEEN:

1. [NAME OF DISCLOSING PARTY], a company incorporated under the laws of [__________] with its registered office at [________________________________________________] (hereinafter referred to as the "Disclosing Party");

AND

2. [NAME OF RECEIVING PARTY], a company incorporated under the laws of [__________] with its registered office at [________________________________________________] (hereinafter referred to as the "Receiving Party").

(The Disclosing Party and the Receiving Party are collectively referred to as the "Parties" and individually as a "Party".)

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, trade secrets, proprietary technology, client lists, marketing strategies, and any other information marked as "confidential" or which, by its nature, would reasonably be understood to be confidential.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of [INSERT PURPOSE OF DISCLOSURE] (the "Purpose"); c) Disclose the Confidential Information only to those employees, directors, or professional advisers who have a "need to know" and who are bound by confidentiality obligations no less restrictive than those contained herein; d) Not reproduce, distribute, or otherwise disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

3. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes publicly known through no fault of the Receiving Party; b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement to enable the Disclosing Party to seek a protective order or other appropriate remedy.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and remain in full force for a period of [__] years. The obligations of confidentiality shall survive the termination of this Agreement for a period of [__] years following the date of disclosure.

6. RETURN OF MATERIALS

Upon the written request of the Disclosing Party or upon the conclusion of the Purpose, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control and certify such destruction in writing.

7. 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 hereby irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong.

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. Any amendments to this Agreement must be made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

For and on behalf of [NAME OF DISCLOSING PARTY]:

Signature: __________________________ Name: [__________________________] Title: [__________________________]

For and on behalf of [NAME OF RECEIVING PARTY]:

Signature: __________________________ Name: [__________________________] Title: [__________________________]