Non Disclosure Non Use And Non Circumvention Agreement for Malaysia

Non Disclosure Non Use And Non Circumvention Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes three key obligations: (1) protecting confidential information from unauthorized disclosure, (2) restricting the use of shared information to specified purposes only, and (3) preventing the circumvention of business relationships or opportunities. The agreement incorporates Malaysian legal requirements for contract formation and enforcement, while providing robust protection for trade secrets and intellectual property under Malaysian jurisdiction. It includes detailed provisions for handling confidential information, permitted uses, breach remedies, and dispute resolution mechanisms compliant with Malaysian legal framework.

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What is a Non Disclosure Non Use And Non Circumvention Agreement?

The Non Disclosure Non Use And Non Circumvention Agreement is essential for businesses operating in Malaysia who need to protect their confidential information and business relationships while exploring commercial opportunities. This document is particularly relevant when parties are discussing potential business ventures, sharing sensitive information, or engaging in preliminary negotiations where there's a need to prevent both the misuse of confidential information and the circumvention of business relationships. The agreement is structured to comply with Malaysian contract law, trade secrets protection, and intellectual property regulations, providing comprehensive protection through three distinct but related obligations. It's commonly used in business negotiations, joint ventures, consulting arrangements, and potential investment discussions where protecting proprietary information and business relationships is paramount.

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

1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and registered addresses

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

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Non-Circumvention', 'Permitted Purpose', and other relevant terms

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Non-Use Obligations: Restrictions on how the receiving party may use the confidential information

6. Non-Circumvention Obligations: Provisions preventing the bypass of the disclosing party in business relationships or opportunities

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

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

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

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

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

1. Permitted Disclosures: Specific circumstances under which confidential information may be disclosed, used when there are pre-approved scenarios for sharing information

2. Security Measures: Specific security protocols for handling confidential information, recommended when dealing with highly sensitive data

3. Intellectual Property Rights: Specific provisions regarding IP ownership and rights, important when confidential information includes IP

4. Data Protection Compliance: Specific obligations regarding personal data protection, required when confidential information includes personal data

5. Assignment and Successors: Rules about transferability of the agreement, important for corporate parties

6. Force Majeure: Provisions for unforeseen circumstances, optional but recommended for long-term agreements

7. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-value business relationships

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

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

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

3. Schedule 3 - Specific Projects or Business Opportunities: Description of specific projects or opportunities covered by non-circumvention provisions

4. Schedule 4 - Security Protocols: Detailed security measures and protocols for handling confidential information

5. Appendix A - Standard Non-Disclosure Certificate: Template certificate to be signed by employees or representatives 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

Use Agreement

Cost

Free to use
Relevant Industries

Technology and Software

Manufacturing

Financial Services

Healthcare

Professional Services

Research and Development

Energy and Resources

Telecommunications

Real Estate Development

Biotechnology

Aerospace and Defense

Consumer Products

Education and Training

Relevant Teams

Legal

Executive Leadership

Business Development

Research & Development

Corporate Strategy

Mergers & Acquisitions

Innovation

Information Technology

Operations

Finance

Procurement

Compliance

Corporate Communications

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technical Officer

Business Development Manager

Legal Counsel

Corporate Secretary

Project Manager

Research Director

Investment Manager

Operations Manager

Procurement Manager

Strategic Partnership Director

Innovation Manager

Commercial Director

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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