The Proprietary Information Exchange Agreement is essential when parties need to share sensitive business, technical, or proprietary information while ensuring legal protection under Singapore law. This document is particularly relevant in today's knowledge-based economy where intellectual property and confidential information are critical business assets. It provides a framework compliant with Singapore's legal requirements, including the Personal Data Protection Act 2012, and establishes clear guidelines for information sharing, protection measures, and breach consequences. The agreement is designed to protect both parties' interests while facilitating necessary business collaboration.
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1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context and purpose of the agreement, including the nature of the proprietary information to be exchanged
3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Confidential Information: Definition and scope of protected information, including what constitutes proprietary information under the agreement
5. Obligations of Confidentiality: Core duties regarding handling of confidential information and non-disclosure obligations
6. Permitted Use: Authorized uses of the confidential information and limitations on its use
7. Term and Termination: Duration of agreement and conditions for termination or modification
8. Return of Information: Procedures for returning or destroying confidential information upon termination
1. Data Protection Provisions: Specific provisions for compliance with Singapore's Personal Data Protection Act (PDPA)
2. Cross-Border Transfer: Provisions governing the international transfer of confidential information
3. Intellectual Property Rights: Specific provisions protecting IP rights in shared information and innovations
4. Security Measures: Detailed security protocols and requirements for protecting confidential information
1. Schedule A - Scope of Confidential Information: Detailed list and categories of information covered by the agreement
2. Schedule B - Security Protocol: Specific security measures and procedures for handling confidential information
3. Schedule C - Authorized Personnel: List of individuals authorized to access and handle the confidential information
4. Schedule D - Data Processing Requirements: Specific requirements for processing personal data under PDPA compliance
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