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Reciprocal Confidentiality Agreement Template for Singapore

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Key Requirements PROMPT example:

Reciprocal Confidentiality Agreement

"Need a Reciprocal Confidentiality Agreement under Singapore law for a potential joint venture between our AI software company and a data analytics provider, with specific provisions for protecting source code and customer data, to be effective from March 2025."

What is a Reciprocal Confidentiality Agreement?

The Reciprocal Confidentiality Agreement is essential when two parties need to share sensitive information during business discussions, negotiations, or collaborations. This document, governed by Singapore law, provides legal protection for both parties' confidential information, including trade secrets, proprietary data, customer information, and business strategies. It's commonly used before entering into larger commercial arrangements, during due diligence processes, or when exploring potential business relationships. The agreement defines what constitutes confidential information, permitted uses, security measures, and consequences of unauthorized disclosure.

What sections should be included in a Reciprocal Confidentiality Agreement?

1. Parties: Identification and details of parties entering into the agreement

2. Background: Context and purpose of the confidentiality agreement

3. Definitions: Key terms used in the agreement, including definition of confidential information

4. Obligations of Confidentiality: Core confidentiality obligations of both parties

5. Permitted Use: Allowed uses of confidential information

6. Term and Termination: Duration of agreement and termination provisions

7. Return of Confidential Information: Obligations regarding return or destruction of confidential information

8. Governing Law: Specification of Singapore law as governing law

What sections are optional to include in a Reciprocal Confidentiality Agreement?

1. Data Protection: Additional provisions for compliance with Personal Data Protection Act when personal data is involved

2. Intellectual Property: Additional provisions regarding IP rights when IP might be disclosed during the relationship

3. Non-Solicitation: Provisions restricting solicitation of employees or customers when business relationship involves access to personnel or customer information

4. Insurance: Insurance requirements when handling particularly sensitive information

What schedules should be included in a Reciprocal Confidentiality Agreement?

1. Schedule 1 - Specified Purpose: Detailed description of the purpose for which confidential information may be used

2. Schedule 2 - Categories of Confidential Information: Specific types of confidential information covered under the agreement

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive confidential information

4. Schedule 4 - Security Measures: Required security measures for protecting confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions























Clauses
























Industries

Evidence Act (Chapter 97): Primary legislation governing confidentiality and admissibility of evidence in Singapore. Key consideration for how confidential information may be treated in legal proceedings.

Personal Data Protection Act 2012 (PDPA): Comprehensive data protection legislation governing the collection, use, disclosure and care of personal data. Includes provisions for cross-border data transfer requirements.

Official Secrets Act (Chapter 213): Legislation protecting government-related confidential information. Must be considered if any government-related information might be involved in the agreement.

Contract Act (Chapter 53): Fundamental legislation governing contract formation and enforcement in Singapore, based on Common Law principles.

Common Law Trade Secrets Protection: As Singapore has no specific trade secrets law, protection is governed by common law principles of confidentiality.

Coco v AN Clark Principles: Common law case establishing tHRee key elements for breach of confidence: information must have quality of confidence, be imparted in circumstances implying confidence, and unauthorized use must cause detriment.

Singapore Remedies Framework: Legal remedies available under Singapore law including injunctive relief, damages, and account of profits for breach of confidentiality.

Employment Act: Relevant when confidentiality agreements involve employees, governing the employer-employee relationship and related confidentiality obligations.

Singapore Jurisdiction Rules: Rules governing jurisdiction and dispute resolution in Singapore, essential for enforcement of confidentiality agreements.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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