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Mutual Non Circumvention Non Disclosure Agreement Template for Hong Kong

This document is a comprehensive legal agreement governed by Hong Kong law that combines both non-circumvention and non-disclosure provisions. It provides mutual protection for parties sharing confidential information and exploring business opportunities together. The agreement ensures that parties cannot bypass each other in business dealings or disclose sensitive information to third parties. It incorporates Hong Kong's common law principles and relevant ordinances, particularly regarding data privacy, trade secrets, and competition law. The document includes detailed provisions for handling confidential information, defining prohibited circumvention activities, and establishing remedies for breaches.

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What is a Mutual Non Circumvention Non Disclosure Agreement?

The Mutual Non-Circumvention Non-Disclosure Agreement (MNCNDA) is essential in Hong Kong's business environment where companies frequently engage in preliminary discussions about potential partnerships, investments, or business opportunities. This document is particularly relevant when parties need to share sensitive information while also ensuring protection against being bypassed in business dealings. It combines traditional confidentiality provisions with non-circumvention clauses, making it suitable for complex business relationships where both information protection and relationship preservation are crucial. The agreement is structured according to Hong Kong law and common law principles, incorporating relevant local ordinances regarding data privacy, trade secrets, and fair competition. It's commonly used in international business transactions, mergers and acquisitions, joint ventures, and other significant business arrangements where parties need comprehensive protection during negotiations and business dealings.

What sections should be included in a Mutual Non Circumvention Non Disclosure Agreement?

1. Parties: Identifies and provides full details of all parties entering into the agreement

2. Background: Sets out the context of the agreement and the parties' intentions to share confidential information and/or business opportunities

3. Definitions: Defines key terms including 'Confidential Information', 'Business Opportunity', 'Circumvention', and other relevant terms

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

5. Non-Circumvention Obligations: Specifies restrictions on bypassing or circumventing the other party in business dealings and opportunities

6. Term and Survival: Specifies the duration of the agreement and which provisions survive termination

7. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

8. Permitted Disclosures: Circumstances under which confidential information may be disclosed (e.g., legal requirements)

9. Remedies: Specifies available remedies in case of breach, including injunctive relief

10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

What sections are optional to include in a Mutual Non Circumvention Non Disclosure Agreement?

1. Digital Information Security: Additional provisions for handling digital or electronic confidential information and cybersecurity measures

2. Employee and Representatives Compliance: Specific provisions regarding employees' and representatives' compliance with the agreement

3. Intellectual Property Rights: Additional provisions specifically protecting intellectual property rights

4. Non-Solicitation: Provisions preventing parties from soliciting each other's employees or clients

5. Industry-Specific Provisions: Special provisions relevant to specific industries (e.g., technology, financial services)

6. Dispute Resolution: Alternative dispute resolution mechanisms such as mediation or arbitration

7. Force Majeure: Provisions dealing with unforeseen circumstances affecting compliance

What schedules should be included in a Mutual Non Circumvention Non Disclosure Agreement?

1. Schedule 1 - Confidential Information: Detailed list or categories of information deemed confidential under the agreement

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Protected Business Opportunities: Specific business opportunities or relationships protected by non-circumvention provisions

4. Schedule 4 - Security Protocols: Specific procedures and protocols for handling and protecting confidential information

5. Appendix A - Acknowledgment Form: Form for additional parties or representatives to acknowledge and agree to terms

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Cost

Free to use

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