A Supplier Confidentiality Agreement is essential when engaging suppliers who will have access to sensitive business information. This document, governed by Singapore law, establishes clear obligations for protecting confidential information, including trade secrets, technical specifications, customer data, and business processes. It addresses requirements under Singapore's Personal Data Protection Act and common law principles of confidentiality, while providing clear remedies for breach. The agreement is particularly crucial in supplier relationships where intellectual property, proprietary information, or personal data may be shared in the course of business operations.
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Key Requirements PROMPT example:
Supplier Confidentiality Agreement
"Need a Supplier Confidentiality Agreement for a new technology vendor who will be accessing our source code and customer database, with strict data protection provisions under Singapore law and specific clauses about cross-border data transfers to their development team in India."
1. Parties: Identification of the disclosing party and receiving party, including full legal names and registered addresses
2. Background: Context of the confidential relationship and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Term'
4. Confidentiality Obligations: Core obligations regarding handling and protecting confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be shared
6. Return or Destruction of Information: Obligations regarding confidential information upon termination
7. Term and Termination: Duration of agreement and termination provisions
8. Governing Law and Jurisdiction: Singapore law and jurisdiction clause
1. Data Protection: Additional provisions for PDPA compliance when personal data is involved in the confidential information
2. Intellectual Property: Additional provisions regarding IP ownership and rights when IP is part of the confidential information
3. Security Measures: Specific security requirements and protocols for highly sensitive information
4. Cross-Border Transfers: Provisions governing international transfers of confidential information
1. Schedule 1 - Description of Confidential Information: Detailed list and categories of information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of personnel authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and procedures to be implemented
4. Schedule 4 - Data Processing Requirements: Specific data handling procedures and requirements where personal data is involved
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