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Internal NDA Template for Singapore

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Key Requirements PROMPT example:

Internal NDA

"I need an Internal NDA for my Singapore tech startup to protect our AI algorithms and trade secrets, which will be used for all employees in our R&D department starting from January 2025."

What is a Internal NDA?

An Internal NDA is essential for Singapore-based organizations needing to protect sensitive business information from unauthorized disclosure by employees. This document is particularly important when employees have access to trade secrets, intellectual property, customer data, or other confidential business information. The Internal NDA establishes clear obligations and consequences under Singapore law, ensuring compliance with local data protection regulations and employment legislation while protecting the company's legitimate business interests.

What sections should be included in a Internal NDA?

1. Parties: Identification of all parties involved in the agreement, including company registration details

2. Background: Context and purpose of the NDA, explaining why confidential information needs to be shared

3. Definitions: Key terms used in the agreement, particularly 'Confidential Information' and 'Permitted Purpose'

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed

6. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination

7. Duration: Term of the agreement and survival of obligations

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

What sections are optional to include in a Internal NDA?

1. Data Protection: Additional provisions for compliance with Personal Data Protection Act (PDPA) when personal data is included in confidential information

2. Intellectual Property: Additional provisions for IP rights protection and ownership when confidential information includes IP assets

3. Security Measures: Specific security requirements for handling information, recommended for highly sensitive information or regulated industries

4. Audit Rights: Provisions for right to audit compliance with NDA obligations, suitable for high-risk relationships or regulatory requirements

What schedules should be included in a Internal NDA?

1. Schedule 1 - Authorized Personnel: List of individuals authorized to access confidential information

2. Schedule 2 - Security Protocols: Detailed security measures and procedures for handling confidential information

3. Schedule 3 - Categories of Confidential Information: Detailed list of information types covered by the NDA

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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 of Singapore Laws - Governs the admissibility of evidence in legal proceedings, including documentary evidence and confidential communications

Contracts Act: Chapter 53 of Singapore Laws - Provides the fundamental principles of contract formation, validity, and enforcement

Personal Data Protection Act 2012: Governs the collection, use, disclosure and care of personal data by organizations, crucial for data protection clauses in NDAs

Employment Act: Chapter 91 of Singapore Laws - Relevant for internal NDAs as it relates to employee rights and obligations in the workplace

Common Law Confidentiality: Legal principles developed tHRough case law regarding protection of confidential information and trade secrets

Doctrine of Privity: Legal principle that contracts only bind parties who are privy to the agreement, important for determining scope of internal NDAs

Copyright Act: Protects original works and may overlap with confidentiality obligations in NDAs regarding intellectual property

Patents Act: Relevant for NDAs covering technical information that might be patentable or relating to existing patents

Trade Marks Act: Important for NDAs covering brand-related confidential information and trade secrets

Banking Act: Specific regulations for banking sector that may affect NDAs in financial institutions

Securities and Futures Act: Relevant for NDAs in financial services sector, particularly regarding insider information

Competition Act: Ensures that confidentiality provisions do not violate competition laws or create unfair market restrictions

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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