Non Disclosure Contract for Malaysia

Non Disclosure Contract Template for Malaysia

A comprehensive Non-Disclosure Agreement (NDA) governed by Malaysian law, designed to protect confidential information exchanged between parties during business dealings. This document establishes legally binding obligations for maintaining confidentiality, incorporating requirements under the Malaysian Contracts Act 1950, Trade Secrets Act 2021, and relevant data protection legislation. It includes detailed provisions for handling sensitive information, permitted uses, security measures, and remedies for breach, while ensuring compliance with Malaysian legal requirements and business practices.

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What is a Non Disclosure Contract?

This Non-Disclosure Contract template is essential for businesses and individuals operating under Malaysian jurisdiction who need to protect sensitive information during business negotiations, partnerships, or employment relationships. The document is structured to comply with Malaysian legal requirements, including the Contracts Act 1950 and Trade Secrets Act 2021, while providing comprehensive protection for confidential information. It is commonly used before business discussions, during due diligence processes, in employment contexts, or when engaging consultants or service providers. The agreement covers various types of confidential information including trade secrets, proprietary information, technical data, business strategies, and customer information, with specific provisions for handling, storing, and eventually returning or destroying such information.

What sections should be included in a Non Disclosure Contract?

1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers (if companies), and addresses

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

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

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and what is excluded

5. Obligations of Receiving Party: Core confidentiality obligations, including protection measures, non-use, non-disclosure, and security requirements

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Return or Destruction: Requirements for handling confidential information upon termination or request

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

9. Breach and Remedies: Consequences of breach, including remedies and indemnification

10. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

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

What sections are optional to include in a Non Disclosure Contract?

1. Third Party Rights: Include when third parties may have rights or obligations under the agreement

2. Data Protection: Include when personal data is involved, ensuring compliance with PDPA 2010

3. Intellectual Property Rights: Include when confidential information includes IP rights or when IP might be created during the relationship

4. Non-Solicitation: Include when there's a risk of employee poaching or client solicitation

5. Export Control: Include when dealing with international parties or regulated technologies

6. Force Majeure: Include when long-term confidentiality obligations might be affected by extraordinary events

7. Digital Security Measures: Include when confidential information will be shared or stored electronically

What schedules should be included in a Non Disclosure Contract?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential

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

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

4. Schedule 4 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by representatives or third parties who will access 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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant Industries

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Education

Retail

Real Estate

Energy

Telecommunications

Biotechnology

Consumer Goods

Entertainment

Automotive

Construction

Relevant Teams

Legal

Human Resources

Executive Leadership

Business Development

Research and Development

Information Technology

Finance

Operations

Procurement

Innovation

Compliance

Strategic Planning

Sales

Corporate Communications

Product Development

Relevant Roles

Chief Executive Officer

Legal Counsel

Business Development Manager

Human Resources Director

Research Director

Project Manager

Chief Technology Officer

Investment Manager

Operations Manager

Procurement Manager

Chief Financial Officer

Innovation Director

Compliance Officer

Strategic Planning Director

Sales Director

Technology 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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