Proprietary Information Agreement Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
The Proprietary Information Agreement serves as a critical legal instrument in Malaysian business transactions where confidential information needs to be shared between parties. It is commonly used before business discussions, during due diligence processes, in employment relationships, or when engaging with contractors and service providers. The agreement ensures compliance with Malaysian legal requirements, including the Contracts Act 1950 and common law principles protecting confidential information. It typically covers various types of proprietary information such as trade secrets, technical data, business strategies, customer information, and intellectual property. This document is essential for businesses operating in Malaysia who need to protect their confidential information while engaging with other parties for business purposes.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 Industries

Technology

Manufacturing

Financial Services

Healthcare

Professional Services

Research & Development

Education

Telecommunications

Energy

Biotechnology

Real Estate

Construction

Retail

Automotive

Aerospace

Pharmaceuticals

Relevant Teams

Legal

Compliance

Human Resources

Research and Development

Information Technology

Business Development

Procurement

Operations

Risk Management

Information Security

Corporate Development

Executive Leadership

Innovation

Strategic Planning

Relevant Roles

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

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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