This NDA for Due Diligence is essential for protecting confidential information during corporate investigations and evaluations in Malaysia. It should be used whenever parties need to exchange sensitive business information for the purpose of evaluating potential transactions, investments, or major commercial arrangements. The document complies with Malaysian legal requirements, including the Contracts Act 1950, Personal Data Protection Act 2010, and Companies Act 2016. It provides comprehensive coverage for various types of confidential information, from financial data to trade secrets, and includes provisions for both physical and digital information sharing. This template is particularly relevant for mergers and acquisitions, investments, joint ventures, and other significant corporate transactions where detailed due diligence is required under Malaysian jurisdiction.
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1. Parties: Identification of the disclosing party, receiving party, and their registered addresses
2. Background: Context of the due diligence process and purpose of the NDA
3. Definitions: Key terms including Confidential Information, Due Diligence Purpose, Representatives, and Permitted Purpose
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence
5. Permitted Disclosure and Use: Specific permissions for use of confidential information during due diligence process
6. Obligations of Receiving Party: Duties to maintain confidentiality and security measures required
7. Term and Survival: Duration of confidentiality obligations and provisions that survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information after due diligence completion
9. Remedies: Legal remedies available in case of breach, including injunctive relief
10. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction
1. Third Party Rights: Include when advisors, consultants, or other third parties will be involved in the due diligence process
2. Data Protection Compliance: Include when personal data will be processed during due diligence, to ensure PDPA compliance
3. Non-Solicitation: Include when there's a risk of employee poaching during the due diligence process
4. Securities Law Compliance: Include when the due diligence involves listed companies or regulated securities
5. Specific Industry Regulations: Include when the due diligence involves regulated industries like banking or healthcare
6. Electronic Storage and Transmission: Include when confidential information will be shared through digital means or virtual data rooms
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule 2 - Specific Categories of Confidential Information: Detailed categorization of confidential information types specific to the due diligence
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Appendix A - Data Room Rules: Rules and procedures for accessing and using physical or virtual data rooms
5. Appendix B - Form of Confidentiality Undertaking: Template for additional parties to sign confidentiality undertakings
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