Protecting the Agri-Business: Managing Contracts, Trademarks and Non-Disclos...
Singapore Contract Law
1. Madeline Wood
HRONE| SUITE 603, ORIENTAL CENTER,
699 WEST NANJING RD/ 31 WUJIANG
ROAD, JINGAN DISTRICT, SHANGHAI,
CHINA 200041
Singapore
CONTRACT
LAW
3. Singapore
Contract
Laws
Non-
Disclosure
Agreements
These are the
requirements for non-
disclosure agreements in
Singapore. There are no
restrictions for the types
of information which can
be protected under an
NDA.
1. Scope of the Agreement
a. categories or types of
information which are
covered or not
covered by the NDA
b. Exclusions apply to:
i. Information attained
from another source
ii. Information generally
available in the public
domain
iii. Information required
by law or any other
competent authority
to be disclosed
iv. Information to which
the recipient had
prior knowledge of
2. Parties’ Obligations
a. Layout legal
obligations
b. To whom disclosure is
necessary
c. Common that no
originals or copies
shall be retained after
the expiration
3. Time Period
a. usually 3-5 years
4. Operation and Effect of
the Agreement
5. Miscellaneous Terms:
a. applicable law must
be included
b. limitation of liability
(in the event of
breach)
c. prohibition against
assignment
Agreement between
businesses that is ancillary
to a legitimate business
transaction between the
contracting businesses.
Below are the
requirements for non-
solicitation clauses in
Singapore.
1. Must not restrict
competition
2. Must have legitimate
purpose.
3. Duration
4. Geographical Scope
5. Would be Upheld:
a. It is contained in an
employer-employee
agreement, and the
agreement protects a
legitimate
proprietary interest
of the employer and
is reasonable
between parties and
in the interest of the
public.
b. It is contained in an
Non-
Solicitation
Laws
Non-
Competition
Laws
Below are the
requirements for non-
competition clauses in
Singapore.
1. Seemingly Unenforceable
a. Must be legitimately
justified
b. Must have the
interest of the public
and promote trade
rather than restrict
trade
c. Similar to India
Data
Protection
The Personal Data
Protection Act (PDPA)
regulates both the
collection and use of
personal data.
Collection: the Computer
Misuse and Cybersecurity
Act criminalizes
unauthorized access to
data, but not regulate or
address lawful collection
of data.
4. Singapore
Contract
Laws
Regulations:
• Banking Act and
Telecommunications Act
apply to private sector
entities
• Law of Confidence
addresses misuse of
confidential information,
chiefly publication of
information.
• PDPA applies to all
organizations,
individuals, companies,
associations, or bodies of
persons.
o Exemptions:
§ Employee acting in the
course of employment
in an organization
§ Public agencies
§ Any organization as
designated by the
Minister and notified
the public in the
Gazette
§ News organizations are
exempt from
requirement to obtain
consent for the
collection but not the
use of personal data for
its news activity
Jurisdiction: applies to all
data collected, used, or
disclosed in Singapore
• An organization is
under duty to ensure
that data transmitted
out of Singapore
receives a standard
protection comparable
to the protection
Under the PDPA
Notification:
• Duty of notification of
the purposes of
collecting, usage, or
disclosure of personal
data
• Organizations must
provide explanations for
the purposes of data
collection, and must
provide any relevant
information regarding
those purposes of which
the individual did not
know
Nine Obligations Under
the PDPA
1. Consent: an
organization must
obtain an individuals
consent before it
collects, uses, or
discloses data
2. Purpose Limitation: An
organization can only
collect, use, or disclose
an individual’s personal
data collection, usage,
or disclosure that the
individual was
informed about and
must be what a
reasonable person
would consider
appropriate
3. Notification: an
organization must
notify an individual of
the purpose for use or
disclosure of his data,
to obtain his consent.
4. Accuracy: There is a
duty to ensure that
personal data retained
by the organization is
accurate and complete
to a reasonable
standard
5. Protection: An
organization must
protect personal data in
its possession or under
its control by making
reasonable security
arrangements to
prevent unauthorized
access, collection, use,
disclosure, copying,
modification, disposal,
etc.
6. Retention Limitation:
An organization must
cease to retain
information where the
purpose or which the
personal data was
collected has ceased or
retention is no longer
necessary for legal or
business purposes.
7. Access and Correction:
individuals have the
right to access to their
own personal data held
by an organization.
Every individual has the
right to correct errors or
omissions in his
personal data in the
possession of an
organization
8. Transfer Limitation: An
organization must not
5. Singapore
Contract
Laws
Transfer any personal data
outside of Singapore
unless the recipient
provides the same
standard of protection
9. Openness: An
organization must provide
information on its data
protection practices and
procedures, and its
complaints process, to
members
o The employment
contract is a fixed term
o The construction of the
contract is clear that the
parties did not intend
the contract to be
terminated by one or
both of the parties by
notice
• In Lieu of Notice the
employer has the right to
contractually terminate
the employment contract
without having to give
any reasons.
Severance Payments
• Only employees with 3+
years of continuous
service with a company
are entitled to
retrenchment benefits
Employees can be
dismissed if:
• Incompetence
• Willful disobedience of
lawful orders
• Fraud or dishonesty
• Physical violence in the
office
• Abusive behavior
• Intoxication or drug use
during office hours
• Negligence
• Breach of confidentiality
Protections
• Females on maternity
leave
• Sufficient cause for
dismissal
• Restrictive covenants are
not enforceable if
unreasonable.
• Adopted UNCITRAL
Model Law on
International Commercial
Arbitration
Advantages/
Disadvantages
• Neutrality of the seat of
arbitration, particularly if
Singapore is selected as
the seat by parties
• Enforceabliity of arbitral
awards under the
Convention on the
Recognition and
Enforcement of Foreign
Arbitral Awards 1958
New York Convention
• Finality of arbitral awards
and limited judicial
intervention by
Singapore courts in the
arbitral process or after
an award has been
rendered.
Contract
Termination
The following is in
relation to employer
employee relationships
based on The
Employment Act.
Notice Periods
• Minimum Service Period:
o Less than 26 weeks’ of
service: one day’s notice
o 26 weeks or more, but
less than two years’
service: one week’s
notice
o Two years or more, but
less than 5 years’
service: two weeks’
notice
o Five years’ service or
more: four weeks’
notice
• Employees not covered
under The Employment
Act have an implied right
to terminate with
reasonable notice unless:
Contract
Invalidity
Illegal or Invalid clauses
does not make the entire
contract invalid, just that
clause.
Commercial
Arbitration
Ranked as one of the top
five choices as a seat of
arbitration globally.
6. Singapore
Contract
Laws
• Confidentiality of the
arbitral proceedings
• Procedural flexibility
• Ability to select reputed
international arbitral
institutions based in
Singapore.
Applicable Legislation
• UNCITRAL Model Law
• International Arbitration
Act
• Arbitration Act
• Arbitration (International
Investment Disputes) Act
• Limitation Act (Cap. 163)
o Applies to arbitration
proceedings
• Foreign Limitation
Periods Act
o Applicable to cases
involving foreign
substantive law, unless
such application
conflicts with public
policy or causes undue
hardship to a person
who is a party to the
proceedings
• Singapore Chamber of
Maritime Arbitration
(SCMA)
Governing
Bodies
These organizations are
commonly used to
resolve large commercial
disputes.
• The Singapore
International Arbitration
Centre (SIAC)
• The International
Chamber of Commerce
