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Independent Contractor Non Disclosure Agreement

Independent Contractor Non Disclosure Agreement Template for Malaysia

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Key Requirements PROMPT example:

Independent Contractor Non Disclosure Agreement

"I need an Independent Contractor Non Disclosure Agreement for a software development contractor who will be working on our new fintech application starting March 2025, with specific provisions for protecting our source code and technical specifications."

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Document background
This Independent Contractor Non Disclosure Agreement is designed for situations where organizations in Malaysia engage external contractors who require access to confidential business information. It serves the dual purpose of establishing the contractor's independent status while protecting sensitive company information, trade secrets, and intellectual property. The document is particularly relevant in today's gig economy where companies increasingly rely on specialized independent contractors. It includes provisions compliant with Malaysian legislation, including the Contracts Act 1950, Personal Data Protection Act 2010, and relevant common law principles. This agreement is essential for businesses seeking to protect their confidential information while maintaining clear boundaries in contractor relationships, especially important given Malaysia's growing knowledge-based economy and increasing use of flexible workforce arrangements.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement, including the disclosing party (company) and receiving party (contractor)

2. Background: Explains the context of the relationship and purpose of the agreement

3. Definitions: Defines key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Representatives'

4. Independent Contractor Status: Clearly establishes the nature of the relationship as independent contractor, not employment

5. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

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

7. Permitted Uses and Disclosures: Specifies how and when the contractor may use or disclose confidential information

8. Security Measures: Required steps for protecting and securing confidential information

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

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

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

12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Intellectual Property Rights: Additional provisions regarding IP ownership and licenses when contractor work involves creation of IP

2. Data Protection Compliance: Specific obligations regarding personal data protection when confidential information includes personal data

3. Non-Competition: Restrictions on competitive activities, if appropriate for the contractor relationship

4. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship

5. Audit Rights: Company's right to audit contractor's compliance with confidentiality obligations, useful for high-risk relationships

6. Insurance Requirements: Contractor's obligations to maintain specific insurance coverage, relevant for high-risk services

7. Cross-Border Data Transfer: Specific provisions for international data transfers, needed if contractor is handling data across borders

Suggested Schedules

1. Schedule 1 - Scope of Services: Detailed description of the contractor's services and responsibilities

2. Schedule 2 - Specified Confidential Information: Detailed list or categories of confidential information covered

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

4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive or handle confidential information

5. Appendix A - Data Processing Requirements: Specific requirements for handling personal data, if applicable

6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Research & Development

Entertainment & Media

Telecommunications

Biotechnology

Education

Real Estate

Energy

Construction

Retail

E-commerce

Relevant Teams

Legal

Human Resources

Procurement

Information Technology

Research & Development

Finance

Operations

Project Management Office

Innovation

Marketing

Business Development

Security

Compliance

Administration

Executive Leadership

Relevant Roles

CEO

Legal Counsel

HR Director

Project Manager

IT Consultant

Software Developer

Business Analyst

Management Consultant

Financial Advisor

Marketing Consultant

Research Scientist

Technical Writer

Graphic Designer

Training Consultant

Data Analyst

Security Consultant

Strategy Consultant

Content Creator

Engineering Consultant

UX Designer

Industries
Contracts Act 1950: Primary legislation governing contract formation, validity, and enforcement in Malaysia. Essential for ensuring the NDA is legally binding and enforceable.
Employment Act 1955: Relevant for distinguishing between employees and independent contractors, ensuring the agreement properly establishes contractor status.
Personal Data Protection Act 2010: Governs the collection, use, and disclosure of personal data. Relevant when the confidential information includes personal data.
Trade Secrets Act (Common Law Protection): While Malaysia doesn't have a specific trade secrets statute, common law principles protect confidential information and trade secrets.
Copyright Act 1987: Relevant for protecting confidential information that includes copyrightable materials and intellectual property.
Industrial Relations Act 1967: Important for understanding the scope of industrial relations and ensuring the contractor agreement doesn't inadvertently create an employment relationship.
Digital Signature Act 1997: Relevant if the NDA will be executed electronically, ensuring legal validity of digital signatures.
Competition Act 2010: May be relevant if confidentiality provisions could impact market competition or contain non-compete clauses.
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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