This Perpetual Non Disclosure Agreement is designed for use in situations where parties need to establish long-term or indefinite confidentiality obligations under Malaysian law. It is particularly suitable for protecting trade secrets, proprietary technology, or other sensitive business information that requires protection beyond a fixed term. The agreement complies with Malaysian legal requirements, including the Contracts Act 1950 and Trade Secrets Act 2021, and is structured to be enforceable in Malaysian courts. It can be used in various business contexts, from technology transfers to joint ventures, and includes provisions for both immediate and future protection of confidential information. The perpetual nature of the agreement ensures that confidentiality obligations continue indefinitely, making it especially valuable for protecting information that retains its commercial value over extended periods.
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1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other key terms
4. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or as required by law
6. Information Security Measures: Required standards and procedures for protecting confidential information
7. Return or Destruction of Information: Obligations regarding handling of confidential information upon request or termination
8. Duration and Survival: Establishment of perpetual obligations and survival of terms
9. Remedies: Rights and remedies in case of breach, including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Intellectual Property Rights: Section clarifying ownership and protection of IP rights when confidential information includes IP - used when sharing technical information or trade secrets
2. Data Protection Compliance: Specific obligations regarding personal data protection - required when confidential information includes personal data
3. Non-Solicitation: Restrictions on soliciting employees or customers - relevant when parties are competitors or in similar industries
4. Export Control: Compliance with export control laws - needed when information may be subject to international transfer restrictions
5. Corporate Authority: Warranties regarding authority to enter agreement - important for complex corporate structures
6. Competitive Activities: Restrictions on competitive activities - relevant when parties are in same industry
1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for information protection
4. Appendix A - Form of Confidentiality Undertaking: Template undertaking for representatives who will access confidential information
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