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Non-Disclosure Agreement: Comprehensive Guide


What is NDA?

A Non-Disclosure Agreement (‘NDA’) is an agreement between two parties designed to protect information which one party shares with another for a specific purpose. Such protection is often required when the information shared is specific to an individual/entity and/or confidential in nature. The NDA is used to restrict the use and discloser of such information. A NDA is legally binding and breach thereof has legal consequences for the party in breach.

Different Types of NDA

Unilateral NDA – where the obligation is one party, the party receiving the information, to keep information confidential.

Bilateral NDA – where the obligation is on both the parties to the NDA, as they both share and receive information, to keep information confidential.

Key Elements of an NDA

An NDA will:

  • state or describe the information which must be protected
  • state the obligation of the parties in relation to the information that is to be protected
  • state when, how and to whom the information may be disclosed
  • state the duration the obligation of the parties to protect the information will remain
  • state the remedies how these may be achieved if the NDA is breached

Tips to draft an NDA

Use clear and precise language to define the information that is to be protected and the obligations of the parties.

Ensure the NDA covers all relevant information and activities related to the business relationship.

Clearly state the duration for which the confidentiality obligations will remain in effect.

Specify any exceptions to the parties’ obligations to protect the information

Determine the jurisdiction and governing law that will apply to the NDA.

Consider having the NDA reviewed by legal counsel to ensure compliance with applicable laws and regulations.

Legal Considerations

In Singapore, the party in breach of the NDA could be sued by the other. In such circumstances, the Court will apply the applicable legal principles to ascertain if the NDA had been breached and the consequences of the breach.

Conclusion

An NDA is a vital tool to safeguard information specific to an individual/entity and/or confidential in nature. for businesses and companies. A well-drafted and properly executed NDA gives parties confidence in sharing information, mitigate risks, and foster successful business relationships. Therefore, it is important to seek legal counsel to draft the NDA.

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Disclaimer:
Any information of a legal nature in this blog is given in good faith and has been derived from resources believed to be reliable and accurate. The author of the information contained herein this blog does not give any warranty or accept any responsibility arising in any way, including by reason of negligence for any errors or omissions herein. Readers should seek independent legal advice.

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