Non Disclosure Agreement Template Singapore Free

NON-DISCLOSURE AGREEMENT

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

BETWEEN:

1. [NAME OF DISCLOSING PARTY], a company incorporated in Singapore with Unique Entity Number (UEN) [___________] and having its registered office at [________________________________________________] (hereinafter referred to as the "Disclosing Party");

AND

2. [NAME OF RECEIVING PARTY], a company incorporated in Singapore with UEN [___________] and having its registered office at [________________________________________________] (hereinafter referred to as the "Receiving Party").

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in electronic form, relating to the business, finances, technology, trade secrets, intellectual property, customer lists, or internal processes of the Disclosing Party, including information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it; 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; d) Limit access to the Confidential Information to those employees or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those herein.

3. EXCLUSIONS

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

4. TERM

This Agreement shall commence on the Effective Date and shall remain in force for a period of [___] years/months. The obligations of confidentiality shall survive the expiration or termination of this Agreement for a period of [___] years.

5. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Disclosing Party or upon the completion of the Purpose, the Receiving Party shall promptly return or destroy all documents and physical media containing Confidential Information and certify such destruction in writing.

6. REMEDIES

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

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Singapore.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or agreements relating to the subject matter hereof.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorised representatives as of the Effective Date.

For and on behalf of [NAME OF DISCLOSING PARTY]

Signature: __________________________ Name: [__________________________] Designation: [__________________________]

For and on behalf of [NAME OF RECEIVING PARTY]

Signature: __________________________ Name: [__________________________] Designation: [__________________________]