Commercial In Confidence Agreement Template for Malaysia

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Key Requirements PROMPT example:

Commercial In Confidence Agreement

"I need a Commercial In Confidence Agreement under Malaysian law for my technology company sharing proprietary software development methods with a third-party contractor, with special emphasis on digital security measures and source code protection."

Document background
The Commercial In Confidence Agreement serves as a crucial legal instrument in Malaysian business transactions where parties need to share sensitive or proprietary information while maintaining its confidentiality. This document becomes necessary when businesses engage in negotiations, joint ventures, service provisions, or other commercial arrangements requiring the disclosure of trade secrets, business methods, or other confidential information. Under Malaysian law, while confidential information receives some protection through common law principles, having a formal agreement provides clearer rights and obligations for all parties. The document addresses key aspects such as the scope of confidential information, permitted uses, security measures, and consequences of breach, all while ensuring compliance with Malaysian legislative requirements and business practices.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including registered addresses and company registration numbers

2. Background: Context of the agreement and the purpose for sharing confidential information

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Authorized Representatives'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and permitted uses

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom

7. Security Measures: Required security measures for protecting confidential information

8. Return or Destruction of Information: Procedures for handling confidential information upon termination or request

9. Duration and Termination: Term of the agreement and conditions for termination

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Intellectual Property Rights: Section clarifying ownership and protection of IP rights when confidential information includes intellectual property

2. Data Protection Compliance: Specific provisions for compliance with PDPA 2010 when personal data is involved

3. Digital Security Requirements: Specific provisions for digital security measures when information is stored or transmitted electronically

4. Competition Law Compliance: Provisions ensuring compliance with competition laws when parties are competitors

5. Representatives and Employees: Detailed provisions about employee obligations and training when multiple staff members will access information

6. International Transfer of Information: Additional provisions for cross-border transfer of confidential information

7. Publicity and Announcements: Provisions regarding public statements about the business relationship

8. Insurance Requirements: Provisions requiring specific insurance coverage for confidential information

Suggested Schedules

1. Schedule 1 - Detailed Description of Confidential Information: Comprehensive list and description of all confidential information covered

2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access the confidential information

3. Schedule 3 - Security Protocols: Detailed security procedures and requirements for handling confidential information

4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted uses of the confidential information

5. Appendix A - Data Handling Procedures: Step-by-step procedures for handling, storing, and disposing of confidential information

6. Appendix B - Incident Response Plan: Procedures to follow in case of unauthorized disclosure or security breach

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Technology and Software

Manufacturing

Financial Services

Healthcare and Pharmaceuticals

Professional Services

Research and Development

Energy and Resources

Telecommunications

Real Estate

Construction

Education and Training

Retail and Consumer Goods

Relevant Teams

Legal

Compliance

Executive Leadership

Business Development

Research and Development

Information Technology

Operations

Human Resources

Procurement

Finance

Risk Management

Information Security

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Compliance Officer

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Chief Financial Officer

Operations Manager

Human Resources Director

Procurement Manager

Contract Manager

Information Security Officer

Risk Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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