Non Circumvention Agreement Template for Malaysia

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Key Requirements PROMPT example:

Non Circumvention Agreement

"I need a Non-Circumvention Agreement to protect my business relationships when introducing potential investors to my Malaysian technology startup, with the agreement to be effective from January 2025 and including specific protections for our client database and proprietary technology information."

Document background
This Non-Circumvention Agreement is essential in Malaysian business transactions where parties share valuable business relationships, contacts, or opportunities. It is particularly relevant when introducing business partners, sharing client information, or engaging in joint ventures where there's a risk of direct approaches that bypass the introducing party. The document is structured to comply with Malaysian contract law, including the Contracts Act 1950 and Competition Act 2010, ensuring enforceability while maintaining fair business practices. It typically includes detailed provisions about protected relationships, territorial scope, duration of obligations, and specific prohibited actions, making it suitable for both domestic and international business relationships involving Malaysian entities.
Suggested Sections

1. Parties: Identifies all parties to the agreement with their full legal names, registration numbers, and registered addresses

2. Background: Sets out the context of the agreement, nature of the business relationship, and purpose of the non-circumvention provisions

3. Definitions: Defines key terms including 'Confidential Information', 'Circumvention', 'Protected Relationships', 'Trade Secrets', and other relevant terms

4. Scope of Agreement: Defines the territorial and temporal scope of the non-circumvention obligations

5. Non-Circumvention Obligations: Details specific prohibited activities and circumvention actions that parties must not engage in

6. Protection of Relationships: Identifies protected business relationships and specific obligations regarding these relationships

7. Duration: Specifies the term of the agreement and any survival provisions

8. Confidentiality Obligations: Sets out obligations regarding the handling and protection of confidential information

9. Breach and Remedies: Specifies what constitutes a breach and the consequences, including available remedies

10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendment procedures

Optional Sections

1. Non-Solicitation: Additional provisions preventing parties from soliciting employees or clients, included when there's significant risk of talent or client poaching

2. Commission Structures: Include when the agreement involves ongoing business relationships with commission sharing arrangements

3. Dispute Resolution: Detailed alternative dispute resolution procedures, recommended for international agreements or high-value relationships

4. Specific Performance: Additional remedies section specifically addressing right to specific performance, included for high-value relationships

5. Information Security Requirements: Specific technical and organizational measures for protecting confidential information, needed for digital or sensitive information

6. Group Company Provisions: Extended provisions covering affiliated companies, needed when parties are part of larger corporate groups

Suggested Schedules

1. Schedule 1 - Protected Relationships: Detailed list of specific business relationships, contacts, and entities covered by the non-circumvention obligations

2. Schedule 2 - Protected Information: Specific list of confidential information, trade secrets, and business information protected under the agreement

3. Schedule 3 - Territorial Scope: Detailed description of geographical territories where the agreement applies, if specific territorial limitations are needed

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

5. Appendix A - Commission Structures: Details of any agreed commission or fee-sharing arrangements, if applicable

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

Relevant legal definitions
Relevant Industries

Financial Services

Business Consulting

Real Estate

International Trade

Technology

Manufacturing

Investment Banking

Private Equity

Professional Services

Distribution and Wholesale

Mergers and Acquisitions

Energy and Resources

Telecommunications

Relevant Teams

Legal

Business Development

Commercial

Executive Leadership

Sales

Procurement

Strategic Partnerships

International Business

Mergers and Acquisitions

Compliance

Contract Administration

Relevant Roles

Chief Executive Officer

Business Development Manager

Managing Director

Commercial Director

Strategic Partnerships Manager

Sales Director

Investment Manager

Business Broker

Procurement Manager

Channel Manager

Legal Counsel

Contract Manager

Chief Commercial Officer

International Business 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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