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Deed Of Non Disclosure
"I need a Deed of Non-Disclosure governed by Hong Kong law for a potential merger discussion between my technology company and a potential investor, with special provisions for sharing information with our financial advisors and a clause allowing termination if no deal is reached by March 2025."
1. Parties: Identification of the disclosing party and receiving party, including registered addresses and company numbers
2. Background: Context of the disclosure, relationship between parties, and purpose of the deed
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the deed
5. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information
6. Security Measures: Specific measures required to protect confidential information
7. Duration and Survival: Term of the deed and survival of obligations post-termination
8. Return or Destruction: Obligations regarding return or destruction of confidential information
9. Remedies: Available remedies including injunctive relief and damages
10. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
11. Execution: Formal execution blocks meeting Hong Kong deed requirements
1. Group Company Rights: Include when either party needs to share information with group companies
2. Permitted Disclosures: Include when specific third parties need access to the confidential information
3. Data Protection: Include when personal data is part of the confidential information
4. Regulatory Compliance: Include when specific regulatory requirements apply to the information
5. Non-Solicitation: Include when protection against poaching employees/clients is required
6. Export Control: Include when confidential information is subject to export control regulations
7. Intellectual Property: Include when IP rights need specific protection beyond confidentiality
1. Schedule 1 - Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive/handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed
4. Schedule 4 - Permitted Purpose: Detailed description of the permitted use of confidential information
5. Appendix A - Form of Undertaking: Template undertaking for representatives/third parties who need access
Authors
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Research & Development
Pharmaceuticals
Telecommunications
Real Estate
Energy
Education
Retail
Media & Entertainment
Biotechnology
Construction
Aviation
Legal
Compliance
Research and Development
Executive Leadership
Human Resources
Information Technology
Corporate Development
Intellectual Property
Operations
Finance
Business Development
Risk Management
Corporate Secretariat
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Chief Technology Officer
Research Director
Business Development Manager
Project Manager
Human Resources Director
Chief Financial Officer
Investment Manager
Intellectual Property Manager
Operations Director
Chief Information Officer
Corporate Secretary
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