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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
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
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
Disclosing Party
Receiving Party
Permitted Purpose
Affiliate
Agreement
Authorized Representative
Business Day
Commencement Date
Confidentiality Undertaking
Representatives
Trade Secret
Intellectual Property Rights
Personal Data
Security Requirements
Proprietary Information
Term
Working Hours
Notice
Jurisdiction
Confidentiality Obligations
Permitted Disclosures
Protection of Confidential Information
Return or Destruction of Information
Non-Circumvention
Term and Termination
Survival
Remedies
Indemnification
Assignment
Third Party Rights
Notices
Entire Agreement
Severability
Variation
Waiver
Costs
Counterparts
Electronic Execution
Governing Law
Dispute Resolution
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Research & Development
Education
Retail
Real Estate
Energy
Telecommunications
Biotechnology
Consumer Goods
Entertainment
Automotive
Construction
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Information Technology
Finance
Operations
Procurement
Innovation
Compliance
Strategic Planning
Sales
Corporate Communications
Product Development
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
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