Non Disclosure Agreement Template Singapore

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into on this ______ day of ________________, 20____ (the "Effective Date").

BETWEEN:

1. ________________________________________________ (UEN/NRIC/Passport No: __________________), a company incorporated under the laws of Singapore / an individual residing at ________________________________________________ (the "Disclosing Party");

AND

2. ________________________________________________ (UEN/NRIC/Passport No: __________________), a company incorporated under the laws of Singapore / an individual residing at ________________________________________________ (the "Receiving Party").

(Collectively referred to as the "Parties" and individually as a "Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean 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 trade secrets, business plans, financial data, customer lists, software code, intellectual property, and proprietary processes, whether or not marked as "Confidential."

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party shall: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect the secrecy of the Confidential Information; b) Use the Confidential Information solely for the purpose of ________________________________________________ (the "Purpose"); c) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; and d) Limit access to the Confidential Information to its employees, agents, or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public through no breach of this Agreement; b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Confidential Information; or d) Is required to be disclosed by law or order of a court of competent jurisdiction in Singapore.

4. TERM

The obligations under this Agreement shall remain in effect for a period of ______ years from the Effective Date, notwithstanding the earlier termination of any business relationship between the Parties.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party or upon completion of the Purpose, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information and provide written certification of such destruction.

6. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which damages may be an inadequate remedy. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. The Parties hereby submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions or agreements. Any amendments to this Agreement must be made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

SIGNED FOR AND ON BEHALF OF THE DISCLOSING PARTY:

Signature: ___________________________ Name: ______________________________ Designation: _________________________ Date: _______________________________

SIGNED FOR AND ON BEHALF OF THE RECEIVING PARTY:

Signature: ___________________________ Name: ______________________________ Designation: _________________________ Date: _______________________________