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.
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.
An NDA will:
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.
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.
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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