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Proprietary Information Agreement
"I need a Proprietary Information Agreement for my Malaysian technology startup to protect our AI algorithms and software code when sharing them with potential investors during our Series A funding round starting January 2025."
1. Parties: Identification of all parties to the agreement, including their full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty to maintain secrecy and standard of care required
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
9. Duration and Survival: Term of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate 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. Non-Solicitation: Restrictions on soliciting employees or customers - included when parties are competitors or there's risk of talent poaching
3. Data Protection Compliance: Specific obligations under Malaysian Personal Data Protection Act - required when confidential information includes personal data
4. Export Control: Compliance with export control laws - needed when information may be subject to international transfer restrictions
5. Reverse Engineering Prohibition: Specific prohibition on reverse engineering - important for technical or product-related information
6. Competitive Activities: Restrictions on competitive activities - included when sharing business-sensitive information with potential competitors
7. Force Majeure: Provisions for unforeseen circumstances - included when long-term information sharing is contemplated
8. Insurance Requirements: Obligations to maintain specific insurance coverage - relevant for high-value or high-risk information
1. Schedule 1: Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2: Authorized Representatives: List of authorized representatives who may access or receive confidential information
3. Schedule 3: Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4: Permitted Purpose Details: Detailed description of the permitted purpose(s) for which confidential information may be used
5. Appendix A: Information Handling Procedures: Step-by-step procedures for handling, storing, and destroying confidential information
6. Appendix B: Notification Requirements: Specific requirements and procedures for mandatory notifications under the agreement
Authors
Disclosing Party
Receiving Party
Representatives
Affiliate
Permitted Purpose
Effective Date
Confidentiality Period
Trade Secret
Proprietary Information
Security Measures
Intellectual Property Rights
Personal Data
Authorized Personnel
Business Day
Confidential Materials
Data Protection Laws
Derivative Information
Notice
Professional Advisers
Related Corporation
Security Breach
Technical Information
Unauthorized Access
Working Hours
Information Protection
Non-Disclosure
Permitted Use
Return of Information
Security Measures
Data Protection
Breach Notification
Remedies
Term and Termination
Survival
Intellectual Property
Representations and Warranties
Indemnification
Assignment
Governing Law
Dispute Resolution
Notice
Amendment
Severability
Waiver
Entire Agreement
Force Majeure
Third Party Rights
Counterparts
Technology
Manufacturing
Financial Services
Healthcare
Professional Services
Research & Development
Education
Telecommunications
Energy
Biotechnology
Real Estate
Construction
Retail
Automotive
Aerospace
Pharmaceuticals
Legal
Compliance
Human Resources
Research and Development
Information Technology
Business Development
Procurement
Operations
Risk Management
Information Security
Corporate Development
Executive Leadership
Innovation
Strategic Planning
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Compliance Officer
Business Development Manager
Human Resources Director
Project Manager
Research Director
Chief Technology Officer
Procurement Manager
Investment Manager
Operations Director
Contract Administrator
Risk Manager
Innovation Manager
Chief Information Officer
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