Mutual Non Circumvention Non Disclosure Agreement Template for Malaysia

The Mutual Non Circumvention Non Disclosure Agreement (NCNDA) is essential for businesses operating in Malaysia who wish to explore potential partnerships, joint ventures, or business opportunities while protecting their confidential information and business relationships. This document is particularly relevant in today's interconnected business environment where information sharing is necessary but must be controlled. The agreement, governed by Malaysian law, combines traditional confidentiality protections with specific provisions preventing parties from bypassing each other in business dealings. It is commonly used during business negotiations, joint ventures, consulting arrangements, and other scenarios where sensitive business information and relationships need protection. The document ensures compliance with Malaysian legislation including the Contracts Act 1950, Trade Secrets Act 2021, and relevant data protection laws.

1. Parties: Identification of all parties entering into the agreement, including full legal names and registered addresses

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

3. Definitions: Definitions of key terms including 'Confidential Information', 'Business Purpose', 'Circumvention', 'Affiliated Parties', etc.

4. Scope of Agreement: Overview of what the agreement covers and its territorial reach

5. Confidentiality Obligations: Core obligations regarding protection, non-disclosure, and permitted uses of confidential information

6. Non-Circumvention Obligations: Commitments not to bypass or circumvent relationships, contacts, or business opportunities

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed (e.g., to employees, legal requirements)

8. Security Measures: Required procedures and safeguards for protecting confidential information

9. Return or Destruction of Information: Obligations regarding handling of confidential information upon termination or request

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Survival: Which obligations continue after termination

12. Remedies: Available remedies in case of breach, including injunctive relief

13. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, amendments, etc.