Non Disclosure Agreement For Suppliers Template for Malaysia

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Key Requirements PROMPT example:

Non Disclosure Agreement For Suppliers

"I need a Non Disclosure Agreement For Suppliers under Malaysian law for my manufacturing company, specifically to protect technical drawings and manufacturing processes when engaging with component suppliers from Singapore and Thailand starting January 2025."

Document background
This Non-Disclosure Agreement For Suppliers is essential for businesses operating in Malaysia that need to share confidential information with their suppliers while maintaining legal protection under Malaysian law. The document is typically used before engaging in detailed business discussions or commencing a supplier relationship where sensitive information needs to be shared. It covers various types of confidential information including trade secrets, technical specifications, business processes, customer data, and proprietary information. The agreement ensures compliance with Malaysian legislation, including the Contracts Act 1950, Trade Secrets Act 2023, and Personal Data Protection Act 2010, while providing clear mechanisms for enforcement and remedies under Malaysian jurisdiction. It is particularly important for businesses engaging with both local and international suppliers who will have access to sensitive company information.
Suggested Sections

1. Parties: Identification of the disclosing party (company) and receiving party (supplier), including full legal names and registration details

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

3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other key terms

4. Confidentiality Obligations: Core obligations regarding protection, non-disclosure, and restricted use of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, advisors, or as required by law

6. Security Measures: Required security protocols and measures for protecting confidential information

7. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination

8. Duration and Survival: Term of the agreement and which obligations survive termination

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

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

Optional Sections

1. Intellectual Property Rights: Specific provisions regarding IP ownership and rights when confidential information includes IP - used when sharing technical information or trade secrets

2. Data Protection Compliance: Additional obligations regarding personal data protection under PDPA - used when confidential information includes personal data

3. Export Control: Provisions regarding international transfer of information - used when supplier is foreign or information may cross borders

4. Reverse Engineering Prohibition: Specific prohibition on reverse engineering - used when sharing technical products or software

5. Competing Products: Restrictions on developing competing products - used when sharing product development information

6. Subcontractor Obligations: Requirements for subcontractors handling confidential information - used when supplier likely to use subcontractors

7. Information Security Standards: Specific technical security requirements - used for technology suppliers or when handling sensitive digital information

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential

2. Schedule 2 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

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

4. Schedule 4 - Authorized Representatives: List of authorized personnel who may access confidential information

5. Appendix A - Return/Destruction Certificate: Template certificate 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

Relevant legal definitions
Industries

Contracts Act 1950: Fundamental law governing contract formation and enforcement in Malaysia, essential for ensuring the NDA is legally binding and enforceable

Trade Secrets Act 2023: Recently enacted legislation that provides specific protection for trade secrets and confidential information in Malaysia, directly relevant to NDAs

Personal Data Protection Act 2010: Regulates the processing of personal data in commercial transactions, important when confidential information includes personal data

Evidence Act 1950: Relevant for establishing what constitutes acceptable evidence of confidentiality breaches and enforcement of the NDA

Specific Industries Regulations: Depending on the industry (e.g., banking, healthcare), additional regulations may apply to information handling and confidentiality requirements

Competition Act 2010: Ensures that confidentiality provisions do not inadvertently create anti-competitive effects or market restrictions

Electronic Commerce Act 2006: Relevant if the NDA will be executed electronically or if confidential information includes electronic data

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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