Vendor Non Disclosure Agreement Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
The Vendor Non Disclosure Agreement is essential for businesses operating in Malaysia who need to protect their confidential information when engaging with external vendors and service providers. This document is designed to comply with Malaysian law, particularly the Contracts Act 1950 and related legislation, while providing robust protection for proprietary information, trade secrets, and sensitive business data. It should be used before sharing any confidential information with vendors during procurement processes, service delivery, or other business collaborations. The agreement includes comprehensive definitions of confidential information, clear obligations for information handling, security requirements, and enforcement mechanisms suitable for the Malaysian business environment. It's particularly important given Malaysia's growing role in international business and technology sectors, where vendor relationships often involve access to valuable intellectual property and sensitive data.
Suggested Sections

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

Optional Sections

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

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 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

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
Relevant Industries

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

Relevant Teams

Legal

Procurement

Vendor Management

Information Security

Compliance

Risk Management

Operations

Information Technology

Finance

Supply Chain

Project Management

Data Protection

Relevant Roles

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

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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