VIMA 2.0 Model Non-Disclosure Agreement - (2019 updated)

Aug 31, 2026

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A template non-disclosure agreement for situations where a disclosing company shares confidential information with a receiving party to evaluate a proposed transaction, such as a potential investment. It sets out the definition and scope of confidential information, including allowed oral-to-written notice timing and various delivery formats. It also establishes confidentiality obligations, restricts unauthorized use and disclosure, and outlines common legal mechanics for managing confidential material during early-stage financing discussions in Singapore.

LanguageEnglish

CategoryLetters

FormatDOCX

Pages11

Reading Time4 min

AccessFree to download

Confidential Information

Confidentiality Obligations

Restrictive Covenants

Acknowledgements

Disclosure Due To Court Action

Announcements

Assignment

Indulgence, Waiver, etc.

Remedy

Term

Variation

Severance

Counterparts

Rights of Third Parties

Whole Agreement

Governing Law

Dispute Resolution

Process Agent

NON-DISCLOSURE AGREEMENT Explanatory Note This model non-disclosure agreement assumes a company is providing confidential information about itself to a potential investor looking to invest in such company. The non-disclosure agreement should be entered into with the recipient before the distribution of the confidential information. For early stage financing rounds (including Series A financing rounds) it is common for VCs/other investors to not enter into non-disclosure agreements and instead enter into a term sheet with the company/founders directly, and the company would take this into account in deciding what information to provide to such investors. A non-disclosure agreement may however still be relevant where the investor is a strategic investor/ competitor. TABLE OF CONTENTS Contents Page TOC \o "1-1" \h \z \u HYPERLINK \l "_Toc113978508" 1. Confidential Information PAGEREF _Toc113978508 \h 4 HYPERLINK \l "_Toc113978509" 2. Confidentiality Obligations PAGEREF _Toc113978509 \h 5 HYPERLINK \l "_Toc113978510" 3. Restrictive Covenants PAGEREF _Toc113978510 \h 5 HYPERLINK \l "_Toc113978511" 4. Acknowledgements PAGEREF _Toc113978511 \h 6 HYPERLINK \l "_Toc113978512" 5. Disclosure Due To Court Action PAGEREF _Toc113978512 \h 6 HYPERLINK \l "_Toc113978513" 6. Announcements PAGEREF _Toc113978513 \h 7 HYPERLINK \l "_Toc113978514" 7. Assignment PAGEREF _Toc113978514 \h 7 HYPERLINK \l "_Toc113978515" 8. Indulgence, Waiver, etc. PAGEREF _Toc113978515 \h 7 HYPERLINK \l "_Toc113978516" 9. Remedy PAGEREF _Toc113978516 \h 7 HYPERLINK \l "_Toc113978517" 10. Term PAGEREF _Toc113978517 \h 7 HYPERLINK \l "_Toc113978518" 11. Variation PAGEREF _Toc113978518 \h 8 HYPERLINK \l "_Toc113978519" 12. Severance PAGEREF _Toc113978519 \h 8 HYPERLINK \l "_Toc113978520" 13. Counterparts PAGEREF _Toc113978520 \h 8 HYPERLINK \l "_Toc113978521" 14. Rights of Third Parties PAGEREF _Toc113978521 \h 8 HYPERLINK \l "_Toc113978522" 15. Whole Agreement PAGEREF _Toc113978522 \h 8 HYPERLINK \l "_Toc113978523" 16. Governing Law PAGEREF _Toc113978523 \h 8 HYPERLINK \l "_Toc113978524" 17. Dispute Resolution PAGEREF _Toc113978524 \h 9 HYPERLINK \l "_Toc113978525" 18. Process Agent PAGEREF _Toc113978525 \h 9 NON-DISCLOSURE AGREEMENT This Agreement is made on [●] between: [●] (Company Registration Number: [●]), a company incorporated under the laws of Singapore whose registered office is at [●] (the "Disclosing Party"); and [●] (Company Registration Number: [●]), a company incorporated under the laws of [●] whose registered office is at [●] (the "Receiving Party"), (collectively, the "Parties" and each, a "Party"). Whereas: The Receiving Party is considering [a potential investment in the Disclosing Party/ [●insert description of Proposed Transaction]] (the "Proposed Transaction"). It is envisaged that the Disclosing Party will disclose Confidential Information (as defined below) to the Receiving Party in connection with the Receiving Party's evaluation of the Proposed Transaction (the "Purpose"). The Confidential Information belongs to the Disclosing Party and the Receiving Party has agreed to enter into this Agreement and comply with the terms set out in this Agreement concerning the disclosure, use and protection of the Confidential Information. It is agreed as follows: Confidential Information The term "Confidential Information" for the purpose of this Agreement shall mean any and all information and materials relating to the [Disclosing Party]disclosed, furnished or communicated (whether orally, provided such oral information is reduced to writing within 30 days after disclosure, or in writing, machine readable form, text, drawings, photographs, graphics, designs, plans, presentations, on-site visits or any other form whatsoever) by the Disclosing Party (whether through any of the Disclosing Party's Re

FAQs

What is the purpose of this non-disclosure agreement?

The receiving party evaluates a proposed transaction, such as a potential investment in the disclosing party, using the disclosed confidential information only for that purpose.

What qualifies as confidential information under the agreement?

Confidential information includes all information and materials disclosed by the disclosing party in connection with the purpose, in any form, including oral information that is reduced to writing within 30 days.

What information is excluded from confidential information?

Excluded items include information that becomes publicly available through no breach, is disclosed with prior written consent, is independently developed, or is lawfully received on a non-confidential basis from a third party not bound by confidentiality obligations.

Aug 31, 2026

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