Non Disclosure And Non Use Agreement Template for Malaysia

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Non Disclosure And Non Use Agreement

"I need a Non Disclosure And Non Use Agreement under Malaysian law for a technology company sharing AI development protocols with a research partner, with special emphasis on protecting source code and algorithmic innovations, to be effective from March 2025."

What is a Non Disclosure And Non Use Agreement?

The Non-Disclosure and Non-Use Agreement is essential in business relationships where sensitive information needs to be shared while maintaining strict controls over its use and dissemination. This document, governed by Malaysian law, is commonly used during business negotiations, partnership discussions, employment relationships, and commercial transactions. It provides comprehensive protection by not only preventing unauthorized disclosure but also specifically restricting how the receiving party can use the confidential information. The agreement includes detailed definitions of confidential information, specific obligations for handling sensitive data, and enforcement mechanisms aligned with Malaysian legal requirements. It is particularly crucial in protecting trade secrets, proprietary technology, business strategies, and other valuable commercial information.

What sections should be included in a Non Disclosure And Non Use Agreement?

1. Parties: Identification and details of all parties entering into the agreement

2. Background: Context of the agreement, including the purpose of sharing confidential information and the relationship between the parties

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and other important concepts

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

5. Obligations of Confidentiality: Core confidentiality obligations including protection, non-disclosure, and security measures

6. Permitted Uses and Disclosures: Specific circumstances under which confidential information may be used or disclosed

7. Non-Use Obligations: Specific restrictions on the use of confidential information beyond the permitted purpose

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

9. Term and Survival: Duration of the agreement and which obligations survive termination

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

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

What sections are optional to include in a Non Disclosure And Non Use Agreement?

1. Intellectual Property Rights: Section clarifying ownership and IP rights - include when confidential information involves IP

2. Data Protection Compliance: Include when personal data is part of the confidential information

3. Security Measures: Detailed security requirements - include for highly sensitive information or regulated industries

4. Employee and Representative Obligations: Include when information will be shared with employees or representatives

5. Export Control Compliance: Include when information is subject to export control regulations

6. Competitive Restrictions: Include when there's a need to restrict competitive activities

7. Force Majeure: Include when there's a need to address unforeseen circumstances affecting confidentiality obligations

8. Insurance Requirements: Include when specific insurance coverage for data breaches is required

What schedules should be included in a Non Disclosure And Non Use Agreement?

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

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information

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

5. Appendix A - Form of Acknowledgment: Template for acknowledgment by employees or representatives who will access the information

6. Appendix B - Data Destruction Certificate: Template for certifying destruction of confidential information

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

Manufacturing

Healthcare

Financial Services

Professional Services

Research and Development

Biotechnology

Energy

Telecommunications

Education

Real Estate

Consumer Goods

Aerospace

Automotive

Entertainment and Media

Relevant Teams

Legal

Human Resources

Research & Development

Business Development

Information Technology

Operations

Finance

Procurement

Innovation

Compliance

Strategy

Corporate Development

Mergers & Acquisitions

Product Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Research Director

Project Manager

Human Resources Director

Chief Technology Officer

Innovation Manager

Investment Analyst

Procurement Manager

Operations Director

Strategic Partnership Manager

Intellectual Property Manager

Compliance Officer

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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