This Non Disclosure Agreement Due Diligence document is essential for protecting confidential information during corporate transactions and investigations in Malaysia. It is typically used when one party needs to examine sensitive business information of another party for purposes such as mergers, acquisitions, investments, or significant business partnerships. The agreement ensures compliance with Malaysian legal requirements, including the Contracts Act 1950, Personal Data Protection Act 2010, and Companies Act 2016. It provides robust protection for various types of confidential information while facilitating necessary business evaluations and can be customized for both domestic and international transactions involving Malaysian entities.
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1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Detailed definitions including Confidential Information, Due Diligence Process, Permitted Purpose, Representatives, etc.
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 and restrictions regarding the use of confidential information
6. Obligations of Receiving Party: Core confidentiality obligations, security measures, and standard of care required
7. Due Diligence Process: Procedures for requesting, accessing, and reviewing confidential information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information after the due diligence process
9. Term and Survival: Duration of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, etc.
1. Data Protection Compliance: Specific provisions addressing PDPA compliance - include when personal data is involved
2. Securities Law Compliance: Additional provisions for listed companies or securities-related due diligence
3. Intellectual Property Rights: Specific provisions when IP forms part of the due diligence review
4. Non-Solicitation: Optional restrictions on soliciting employees or customers - include for competitive situations
5. Electronic Information Systems: Provisions for virtual data rooms and electronic access - include for digital due diligence
6. Representative Obligations: Detailed provisions for advisors and representatives - include for complex due diligence
7. Announcements and Publicity: Controls on public statements - important for high-profile transactions
8. Costs: Cost allocation provisions - include for extensive due diligence processes
1. Schedule 1 - Authorized Representatives: List of authorized personnel who may access confidential information
2. Schedule 2 - Due Diligence Process: Detailed procedures, timelines, and protocols for the due diligence review
3. Schedule 3 - Security Protocols: Specific security measures and procedures for handling confidential information
4. Schedule 4 - Form of Acknowledgment: Template for representatives to acknowledge NDA obligations
5. Appendix A - Categories of Confidential Information: Detailed list of types of confidential information covered
6. Appendix B - Data Room Rules: Rules and procedures for accessing and using physical or virtual data rooms
Relevant legal definitions
Affiliate
Agreement
Authorized Purpose
Authorized Representative
Business Day
Confidential Information
Data Room
Disclosing Party
Due Diligence Exercise
Due Diligence Period
Electronic Information System
Effective Date
Group
Identity Card
Information
Intellectual Property Rights
Malaysian Law
Materials
Permitted Recipients
Project
Receiving Party
Representatives
Security Protocols
Subsidiary
Term
Transaction
Unauthorized Disclosure
Working Hours
Agreement
Authorized Purpose
Authorized Representative
Business Day
Confidential Information
Data Room
Disclosing Party
Due Diligence Exercise
Due Diligence Period
Electronic Information System
Effective Date
Group
Identity Card
Information
Intellectual Property Rights
Malaysian Law
Materials
Permitted Recipients
Project
Receiving Party
Representatives
Security Protocols
Subsidiary
Term
Transaction
Unauthorized Disclosure
Working Hours
Clauses
Confidentiality
Non-Disclosure
Information Security
Data Protection
Due Diligence Process
Access Rights
Permitted Use
Return of Information
Destruction of Information
Term and Termination
Survival
Intellectual Property
Representatives
Assignment
Governing Law
Jurisdiction
Breach
Remedies
Indemnification
Force Majeure
Notices
Entire Agreement
Severability
Variation
Third Party Rights
Electronic Communications
Data Room Access
Security Measures
Announcements
Costs
Non-Disclosure
Information Security
Data Protection
Due Diligence Process
Access Rights
Permitted Use
Return of Information
Destruction of Information
Term and Termination
Survival
Intellectual Property
Representatives
Assignment
Governing Law
Jurisdiction
Breach
Remedies
Indemnification
Force Majeure
Notices
Entire Agreement
Severability
Variation
Third Party Rights
Electronic Communications
Data Room Access
Security Measures
Announcements
Costs
Relevant Industries
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Energy
Telecommunications
Retail
Professional Services
Education
Construction
Agriculture
Mining
Transportation
Hospitality
Relevant Teams
Legal
Finance
Compliance
Corporate Development
Mergers & Acquisitions
Risk Management
Information Security
Corporate Strategy
Operations
Business Development
Executive Management
Project Management
Information Technology
Human Resources
Audit
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Due Diligence Officer
Compliance Manager
Business Development Director
Mergers & Acquisitions Manager
Risk Manager
Information Security Officer
Financial Controller
Corporate Strategy Director
Operations Director
Project Manager
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