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Confidentiality Agreement
I need a confidentiality agreement that ensures the protection of proprietary information shared between two parties, with clear definitions of confidential information, obligations of the receiving party, and a duration of confidentiality obligations lasting 3 years post-termination of the agreement.
What is a Confidentiality Agreement?
A Confidentiality Agreement is a legally binding contract that protects sensitive business information from being shared with outsiders. When companies in Singapore share trade secrets, customer data, or business strategies with employees or partners, they use these agreements to keep that information private and secure.
Under Singapore's legal framework, breaking a confidentiality agreement can lead to serious consequences, including lawsuits and damages. The agreement spells out what information must stay secret, how long the duty of confidentiality lasts, and what happens if someone breaks these promises. Local courts strongly enforce these contracts, especially when they protect legitimate business interests.
When should you use a Confidentiality Agreement?
Use a Confidentiality Agreement before sharing sensitive business information with anyone outside your core team. This includes hiring new employees, exploring potential partnerships, or discussing possible mergers and acquisitions in Singapore's competitive business landscape. It's essential when revealing trade secrets, proprietary technology, or customer databases to third parties.
The agreement becomes particularly important during business negotiations, when pitching to investors, or working with contractors who need access to internal systems. Singapore's courts actively protect trade secrets and confidential information, making these agreements a vital tool for maintaining competitive advantage and preventing unauthorized information leaks.
What are the different types of Confidentiality Agreement?
- Standard NDA: Basic two-party agreement suitable for most business situations, covering typical confidential information exchanges
- Personal NDA Agreement: Designed for individual relationships, protecting personal or small business information
- Employment Contract Confidentiality: Specifically tailored for employer-employee relationships, protecting company secrets
- Three Way NDA: Covers confidentiality between three parties, common in joint ventures or complex business deals
- Non Disclosure Agreement And Confidentiality Agreement: Comprehensive version with both non-disclosure and confidentiality provisions
Who should typically use a Confidentiality Agreement?
- Business Owners: Protect their company's trade secrets, intellectual property, and strategic plans when sharing information with partners or employees
- Employees: Sign these agreements when joining companies, gaining access to sensitive information, or working on confidential projects
- Investors: Review financial data and business strategies during due diligence, requiring confidentiality protection
- Consultants and Contractors: Access client systems and information while providing services across Singapore's business sectors
- Legal Professionals: Draft, review, and enforce these agreements to ensure compliance with Singapore's legal requirements and protect client interests
How do you write a Confidentiality Agreement?
- Identify Parties: Gather full legal names and registered addresses of all parties involved in the information exchange
- Define Scope: List specific confidential information to be protected, including trade secrets, customer data, or business strategies
- Set Duration: Determine how long the confidentiality obligations will last after information sharing ends
- Specify Use: Clearly outline permitted uses of the confidential information and any restrictions
- Add Protection: Include practical security measures for handling sensitive data under Singapore's data protection laws
- Use Our Platform: Generate a legally-sound agreement automatically, ensuring all required elements are properly included
What should be included in a Confidentiality Agreement?
- Party Details: Full legal names, addresses, and registration numbers of all involved parties
- Definition Section: Clear explanation of what constitutes confidential information under Singapore law
- Scope Clause: Specific obligations and permitted uses of the confidential information
- Duration Terms: Clear timeframe for confidentiality obligations and any survival provisions
- Security Measures: Required steps for protecting and handling sensitive information
- Return/Destruction: Process for handling confidential materials after agreement ends
- Governing Law: Singapore jurisdiction and applicable legal framework
- Execution Block: Proper signature sections with witness provisions if needed
What's the difference between a Confidentiality Agreement and an Advisor Agreement?
While both serve to protect business interests, a Confidentiality Agreement differs significantly from an Advisor Agreement in several key aspects under Singapore law. Understanding these differences helps you choose the right document for your situation.
- Primary Purpose: Confidentiality Agreements focus solely on protecting sensitive information, while Advisor Agreements establish a broader professional relationship that includes duties, compensation, and confidentiality
- Scope of Protection: Confidentiality Agreements specifically target information security, whereas Advisor Agreements cover service terms, deliverables, and advisory responsibilities
- Duration Impact: Confidentiality obligations often extend beyond the agreement's termination, while advisory duties typically end when the agreement concludes
- Legal Framework: Confidentiality Agreements align with Singapore's trade secret laws and PDPA, while Advisor Agreements fall under service contract regulations
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