The two clauses that decide whether an NDA is worth signing are the **purpose** and the **duration**. A purpose drafted as "evaluating a potential business relationship" permits almost any use; an unlimited duration is unenforceable in practice and signals the drafter did not think. Everything else is machinery.
Non-Disclosure Agreement
Mutual and one-way
The two clauses that decide whether an NDA is worth signing are the purpose and the duration. A purpose drafted as "evaluating a potential business relationship" permits almost any use; an unlimited duration is unenforceable in practice and signals the drafter did not think. Everything else is machinery.
| Item | Detail |
|---|---|
| Type | [Mutual, both disclose — or one-way, only the named party discloses] |
| Party A | [NAME], UEN [UEN], of [ADDRESS] |
| Party B | [NAME], [registration] [NUMBER], of [ADDRESS] |
| Date | [DATE] |
| Purpose | [STATE IT SPECIFICALLY — see the notes] |
| Term of the agreement | [2] years from the date above |
| Confidentiality period | [3] years from disclosure [, indefinite for trade secrets] |
| Governing law | Singapore |
| Dispute resolution | [Singapore courts / SIAC arbitration] |
THIS AGREEMENT is made on [DATE] between [PARTY A] and [PARTY B] (each a "Party").
1. Purpose
1.1The Parties wish to [discuss / evaluate] [DESCRIBE THE SPECIFIC TRANSACTION OR PROJECT] (the "Purpose") and may disclose confidential information to each other for that Purpose.
1.2Confidential Information may be used only for the Purpose and for no other purpose.
1.3Draft the Purpose narrowly. "Exploring a potential business relationship" permits the recipient to use your information for almost anything and still claim compliance.
2. Confidential Information
2.1"Confidential Information" means information disclosed by or on behalf of a Party (the "Discloser") to the other (the "Recipient") in connection with the Purpose, in any form, that is confidential or that a reasonable person would understand to be confidential, including business plans, financial information, customer and supplier information, pricing, technical information, source code, designs, know-how, and the existence and content of discussions between the Parties.
2.2Confidential Information does not include information that:
(a)is or becomes public other than through breach of this agreement;
(b)the Recipient already lawfully held without an obligation of confidence, as shown by its records;
(c)is lawfully received from a third party free of any obligation of confidence; or
(d)is independently developed by the Recipient without use of or reference to the Confidential Information.
2.3Information is not excluded merely because it is a combination of items each of which is individually public.
5 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Everything the recipient may do with the information is measured against the Purpose. Drafted as "evaluating a potential business relationship", it permits the recipient to use the information for almost anything and still comply. Name the specific transaction, project or evaluation. This single clause matters more than every other provision combined.
A perpetual confidentiality obligation on ordinary commercial information is rarely enforced and marks the drafter as inexperienced. Three to five years from disclosure is standard, with an indefinite tail for genuine trade secrets and personal data. Clause 7.2 does both.
Return-and-destroy clauses with no carve-out are breached the moment they are signed, because backup systems cannot be selectively purged. Clause 6.2 permits retention under continuing obligations, which is honest and enforceable. An NDA that requires the impossible protects nobody.
Some NDAs permit the recipient to use information retained in the unaided memory of its personnel. That is a substantial carve-out that can swallow the agreement, particularly where the disclosure is conceptual rather than documentary. It is not in this template; check whether it appears in one you are asked to sign.
Clause 2.3 prevents the argument that a valuable combination — a customer list, a pricing model, an architecture — falls outside protection because each component is individually public. This exclusion is frequently omitted and frequently exploited.
Advisers and directors are standard. Affiliates, contractors, prospective investors and outsourced developers are not, and should be addressed expressly. The recipient should remain responsible for anyone it discloses to, as Clause 3.1(d) provides.
A restriction on hiring the discloser’s staff or approaching its customers is common in one-way NDAs and is enforceable only so far as reasonable. Because an over-broad restraint fails entirely in Singapore rather than being read down, keep the period short and the category narrow.
The definition includes the existence and content of discussions. For a company in a financing or an acquisition, that is often the most sensitive item, and it is the one most likely to leak informally.
Clause 5.2 protects the discloser against a claim based on preliminary information later shown to be wrong. Representations belong in the definitive agreement, after diligence, not in an NDA at the start of discussions.
Damages for breach of confidence are hard to quantify and harder to recover. The practical remedy is an injunction to stop the use, which is why Clause 9.1 matters and why the forum choice in Clause 10.7 matters alongside it.
A Singapore-law NDA with a foreign forum makes urgent injunctive relief slow and expensive. Where the counterparty insists on their own jurisdiction, consider whether arbitration in a neutral seat with emergency arbitrator provisions is a better compromise than either side’s home courts.
Where the information includes personal data, PDPA obligations apply regardless of what the NDA says. Clause 8 makes the recipient’s obligations explicit, including immediate breach notification — without which the discloser cannot meet its own notification timeline.
Presenting a one-way NDA where both parties will plainly disclose is a small piece of bad faith that sets a poor tone and usually gets amended anyway. Use the mutual form where both sides will share, and Annexure A where genuinely only one does.
The most effective protection is disclosing less: staging the information, redacting what is not yet needed, and using a controlled data room with access logs. An NDA gives a remedy after the harm; access control prevents it.
Reflects Singapore law current as of {{DATE OF USE}}. The enforceability of restraints, the Personal Data Protection Act, and the Contracts (Rights of Third Parties) Act 2001 all develop — have an NDA reviewed by a lawyer where the disclosure is commercially significant, and never sign one presented as standard without reading the Purpose and duration clauses.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.