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Vendor Non Disclosure Agreement
"I need a Vendor Non Disclosure Agreement for a Malaysian technology company that will be sharing sensitive software code and customer data with cloud service providers starting January 2025, with extra emphasis on data protection and cybersecurity requirements."
1. Parties: Identifies and provides full details of the disclosing party and the receiving vendor
2. Background: Explains the context of the relationship and purpose of sharing confidential information
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidential Information: Details what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Security Measures: Required measures to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding confidential information upon termination or request
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 clauses including governing law, jurisdiction, and entire agreement
1. Data Protection Compliance: Required when confidential information includes personal data subject to PDPA 2010
2. Intellectual Property Rights: Include when confidential information contains patentable inventions, copyright works, or other IP
3. Export Control: Necessary when dealing with international vendors or technology subject to export restrictions
4. Subcontractors: Include when vendor may need to engage subcontractors who will have access to confidential information
5. Insurance Requirements: Add when requiring vendor to maintain specific insurance coverage for potential breaches
6. Audit Rights: Include when regular audits of vendor's compliance with security measures are needed
7. Competition Restrictions: Add when vendor works with competitors and additional safeguards are needed
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 Requirements: Technical and organizational security measures required to protect confidential information
4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
5. Appendix A - Data Processing Requirements: Specific requirements for handling personal data if applicable under PDPA 2010
Authors
Disclosing Party
Receiving Party
Vendor
Authorized Representative
Permitted Purpose
Affiliate
Business Day
Confidentiality Period
Intellectual Property Rights
Personal Data
Security Requirements
Trade Secrets
Representatives
Proprietary Information
Effective Date
Permitted Disclosures
Security Breach
Subcontractor
Malaysian Ringgit
Professional Advisors
Working Hours
Notice
Governing Law
Jurisdiction
Material Breach
Identity Card
Compliance Requirements
Contract Period
Force Majeure
Non-Disclosure
Data Protection
Intellectual Property
Security Measures
Permitted Use
Return of Information
Breach Notification
Remedies
Indemnification
Term and Termination
Governing Law
Dispute Resolution
Assignment
Force Majeure
Severability
Entire Agreement
Amendment
Notice
Counterparts
Third Party Rights
Waiver
Costs
Survival
Compliance
Technology and Software
Manufacturing
Professional Services
Healthcare
Financial Services
Retail and E-commerce
Telecommunications
Construction and Engineering
Energy and Utilities
Research and Development
Automotive
Aerospace and Defense
Legal
Procurement
Vendor Management
Information Security
Compliance
Risk Management
Operations
Information Technology
Finance
Supply Chain
Project Management
Data Protection
Procurement Manager
Legal Counsel
Vendor Management Officer
Chief Information Security Officer
Contracts Manager
Supply Chain Manager
Chief Technology Officer
Risk Management Officer
Compliance Officer
Operations Manager
Project Manager
Information Security Manager
Data Protection Officer
Business Development Manager
Chief Financial Officer
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