Supplier Confidentiality Agreement Template for Malaysia

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Key Requirements PROMPT example:

Supplier Confidentiality Agreement

"I need a Supplier Confidentiality Agreement for my Malaysian technology company that will be sharing semiconductor manufacturing processes with overseas component suppliers; the agreement needs to be particularly strong on technical data protection and export control compliance."

Document background
This Supplier Confidentiality Agreement is essential for businesses operating in Malaysia that need to protect sensitive information when engaging with suppliers. The agreement is designed to comply with Malaysian legal requirements, including the Contracts Act 1950, Personal Data Protection Act 2010, and the Trade Secrets Act 2024. It should be used whenever a company needs to share confidential information with suppliers during business operations, tender processes, or collaborative projects. The document typically covers trade secrets, proprietary information, technical specifications, customer data, and other sensitive business information. It includes comprehensive provisions for information protection, permitted uses, security measures, and breach remedies, while being adaptable to various industry requirements and business relationships.
Suggested Sections

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

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

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Authorized Purpose', 'Authorized Personnel', and 'Affiliated Companies'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Security Measures: Required security measures for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Duration and Survival: Term of the agreement and survival of obligations post-termination

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

11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

Optional Sections

1. Data Protection Compliance: Additional provisions for compliance with PDPA 2010 when confidential information includes personal data

2. Intellectual Property Rights: Clarification of IP ownership when confidential information includes proprietary technology or trade secrets

3. Non-Competition: Restrictions on competitive activities, if relevant to the business relationship

4. Export Control: Compliance with export control laws when dealing with technical data or international suppliers

5. Force Majeure: Provisions for extraordinary events affecting confidentiality obligations

6. Insurance Requirements: Obligations to maintain specific insurance coverage for potential breaches

7. Audit Rights: Right to audit supplier's compliance with confidentiality obligations

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Personnel: List of personnel authorized to access confidential information

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

4. Schedule 4 - Approved Subcontractors: List of approved subcontractors who may access confidential information, if applicable

5. Appendix A - Confidentiality Acknowledgment Form: Form to be signed by individual employees or representatives accessing 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: The foundational law governing contractual relationships in Malaysia, including formation, validity, and enforcement of contracts. Essential for ensuring the confidentiality agreement is legally binding.

Personal Data Protection Act 2010: Regulates the processing of personal data in commercial transactions. Relevant when confidential information includes personal data of employees, customers, or other individuals.

Trade Secrets Act 2024: Recently enacted legislation specifically protecting trade secrets and confidential information in Malaysia. Provides framework for what constitutes trade secrets and remedies for breach.

Digital Signature Act 1997: Relevant for electronic execution of the confidentiality agreement, particularly important if the agreement will be signed digitally.

Evidence Act 1950: Important for considerations regarding what constitutes admissible evidence in case of breach of confidentiality and subsequent legal proceedings.

Specific Relief Act 1950: Provides for remedies in case of breach of confidentiality, including injunctive relief to prevent unauthorized disclosure of confidential information.

Competition Act 2010: Relevant when confidentiality provisions might affect market competition or include non-compete clauses.

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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