Independent Contractor And Non Compete for Malaysia

Independent Contractor And Non Compete Template for Malaysia

This document is a comprehensive Independent Contractor and Non-Compete Agreement tailored for use under Malaysian law. It establishes the terms and conditions for engaging independent contractors while protecting the company's legitimate business interests through non-compete provisions. The agreement complies with Malaysian contract law principles, including the Contracts Act 1950 and Competition Act 2010, ensuring proper classification of the contractor relationship while incorporating enforceable restrictions on competitive activities. It addresses key aspects such as service scope, compensation, intellectual property rights, confidentiality, and dispute resolution mechanisms specific to the Malaysian legal context.

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What is a Independent Contractor And Non Compete?

The Independent Contractor And Non Compete Agreement is essential for Malaysian businesses engaging external professionals or service providers while protecting their competitive advantages. This document is particularly relevant when companies need specialized services without creating an employment relationship, while ensuring protection of confidential information, trade secrets, and customer relationships. It complies with Malaysian legislation, including the Contracts Act 1950 and Competition Act 2010, and is structured to clearly establish independent contractor status while incorporating reasonable non-compete restrictions. The agreement is commonly used in various sectors from technology to professional services, and can be customized based on the specific nature of services, industry requirements, and risk profile of the engagement.

What sections should be included in a Independent Contractor And Non Compete?

1. Parties: Identification of the contracting parties - the company and the independent contractor

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided by the contractor

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Compensation and Payment Terms: Fee structure, payment schedule, and expense arrangements

7. Independent Contractor Status: Clear establishment of independent contractor relationship and disclaimer of employment relationship

8. Non-Compete Obligations: Restrictions on competing activities during and after the agreement

9. Confidentiality: Protection of confidential information and trade secrets

10. Intellectual Property Rights: Ownership and transfer of work product and pre-existing IP

11. Representations and Warranties: Contractor's confirmations regarding capacity, qualifications, and legal right to provide services

12. Indemnification: Mutual or contractor obligations to protect against losses

13. Insurance: Required insurance coverage to be maintained by contractor

14. Governing Law and Jurisdiction: Application of Malaysian law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Independent Contractor And Non Compete?

1. Performance Metrics: Specific KPIs and performance standards - use when service quality needs to be quantitatively measured

2. Non-Solicitation: Restrictions on soliciting employees or clients - include for contractors with significant client or employee contact

3. Equipment and Resources: Provisions regarding tools and resources - include when company provides significant equipment or resources

4. Training and Compliance: Required training or compliance obligations - use when contractor needs specific certifications or training

5. Subcontracting: Rights and restrictions on subcontracting - include when subcontracting might be relevant

6. Data Protection: Specific data handling requirements - include when personal data processing is involved

7. Force Majeure: Provisions for unforeseeable circumstances - important for long-term or critical service contracts

8. Assignment Rights: Rights to assign the agreement - include when relevant to business structure or potential M&A

What schedules should be included in a Independent Contractor And Non Compete?

1. Schedule A - Services Description: Detailed scope of work, deliverables, and technical specifications

2. Schedule B - Fee Schedule: Detailed breakdown of fees, payment milestones, and expense policies

3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards

4. Schedule D - Approved Subcontractors: List of pre-approved subcontractors if applicable

5. Schedule E - Company Policies: Relevant company policies contractor must comply with

6. Appendix 1 - Non-Compete Territory: Geographic scope of non-compete restrictions

7. Appendix 2 - Confidential Information: Specific categories of confidential information

8. Appendix 3 - Insurance Requirements: Detailed insurance coverage requirements and minimum limits

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

Jurisdiction

Malaysia

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Technology

Professional Services

Healthcare

Education

Financial Services

Manufacturing

Construction

Creative Industries

Consulting

Engineering

Software Development

Digital Marketing

Research and Development

Biotechnology

Energy

Relevant Teams

Legal

Human Resources

Procurement

Finance

Operations

Information Technology

Research & Development

Marketing

Business Development

Project Management Office

Compliance

Risk Management

Relevant Roles

Consultant

Software Developer

Project Manager

Business Analyst

Digital Marketing Specialist

Graphic Designer

Technical Writer

Training Specialist

Research Analyst

Financial Advisor

Engineering Consultant

Data Scientist

UI/UX Designer

Content Creator

IT Security Specialist

Management Consultant

Sales Representative

Market Research Analyst

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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