Non Use Agreement for Malaysia

Non Use Agreement Template for Malaysia

A legally binding agreement governed by Malaysian law that restricts the recipient from using specific protected information for defined purposes. The document incorporates provisions from the Malaysian Contracts Act 1950 and Trade Secrets Act 2021, establishing clear boundaries for information usage while providing robust remedies for unauthorized use. It includes detailed security protocols, compliance requirements, and specific Malaysian jurisdictional considerations for enforcement.

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What is a Non Use Agreement?

The Non-Use Agreement serves as a crucial legal instrument under Malaysian law for organizations seeking to protect their proprietary information from specific uses by recipients. This document is particularly vital when sharing sensitive business information, technical data, or trade secrets where the owner needs to maintain control over how the information is utilized. The agreement draws its enforceability from the Malaysian Contracts Act 1950 and is strengthened by provisions from the Trade Secrets Act 2021, making it especially relevant for business transactions, technological collaborations, and professional services engagements where information sharing is necessary but must be strictly controlled.

What sections should be included in a Non Use Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Detailed definitions of key terms, especially 'Protected Information' and 'Prohibited Uses'

4. Scope of Protected Information: Detailed description of information subject to non-use restrictions

5. Non-Use Obligations: Core restrictions and obligations regarding the non-use of protected information

6. Security Measures: Required measures to prevent unauthorized access or use of protected information

7. Term and Termination: Duration of the agreement and termination provisions

8. Return or Destruction of Information: Obligations regarding the handling of protected information upon termination

9. Breach and Remedies: Consequences of breach and available remedies

10. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

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

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

2. Escrow Arrangements: Include when protected information needs to be held in escrow

3. Audit Rights: Include when the disclosing party requires rights to audit compliance

4. Insurance Requirements: Include when specific insurance coverage is required

5. Special Industry Requirements: Include when specific industry regulations apply

6. Alternative Dispute Resolution: Include when parties prefer alternative dispute resolution methods

7. Surviving Obligations: Include when certain obligations need to survive termination

What schedules should be included in a Non Use Agreement?

1. Schedule 1 - Protected Information: Detailed list and description of all protected information

2. Schedule 2 - Prohibited Uses: Specific list of prohibited uses of the protected information

3. Schedule 3 - Security Protocols: Detailed security measures and protocols to be followed

4. Schedule 4 - Authorized Personnel: List of personnel authorized to access protected information

5. Appendix A - Handling Procedures: Standard operating procedures for handling protected information

6. Appendix B - Incident Response Plan: Procedures for responding to unauthorized use or security breaches

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

Research and Development

Professional Services

Healthcare

Financial Services

Telecommunications

Biotechnology

Industrial Design

Energy and Resources

Relevant Teams

Legal

Compliance

Information Security

Research and Development

Executive Leadership

Risk Management

Information Technology

Intellectual Property

Business Development

Corporate Strategy

Relevant Roles

Chief Legal Officer

Intellectual Property Manager

Compliance Officer

Chief Technology Officer

Research Director

Business Development Manager

Information Security Officer

Contract Manager

Chief Executive Officer

Chief Innovation Officer

Risk Manager

Project 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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