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Two Way Non Disclosure Agreement
"I need a Two Way Non Disclosure Agreement under Malaysian law for a potential joint venture between my tech startup and a manufacturing company, with specific provisions for protecting software source code and manufacturing processes, to be effective from March 2025."
1. Parties: Identification and details of both parties entering into the NDA
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Scope of Confidentiality: Detailed description of what constitutes confidential information for both parties
5. Obligations of Confidentiality: Core mutual obligations regarding the protection and non-disclosure 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 for protecting confidential information
8. Return or Destruction of Information: Procedures for handling confidential information upon termination or request
9. Duration and Termination: Term of the agreement and survival of obligations
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. Intellectual Property Rights: Additional provisions specifically protecting IP rights when the confidential information includes IP
2. Non-Solicitation: Prevents parties from soliciting each other's employees or clients, include when there's significant business relationship risk
3. Data Protection Compliance: Specific provisions for PDPA compliance when personal data is involved
4. Export Control: Include when confidential information may be subject to export control laws
5. Competitive Activities: Restrictions on competitive activities, include when parties are in similar industries
6. Force Majeure: Protection against unforeseen circumstances, particularly relevant in long-term NDAs
7. Assignment and Succession: Include when either party may undergo corporate restructuring or M&A
8. Electronic Execution: Provisions for digital signing under the Digital Signature Act, include for remote executions
1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of confidential information types
2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access 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 specific purposes for which confidential information may be used
5. Appendix A - Form of Acknowledgment: Template for representatives to acknowledge NDA obligations
6. Appendix B - Data Handling Procedures: Detailed procedures for handling, storing, and destroying confidential information
Authors
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Education
Research & Development
Telecommunications
Energy
Real Estate
Retail
Automotive
Aerospace
Biotechnology
Construction
Entertainment
Media
Consulting
Software Development
E-commerce
Legal
Business Development
Executive Leadership
Research and Development
Information Technology
Human Resources
Finance
Operations
Procurement
Sales
Product Development
Compliance
Risk Management
Strategic Planning
Innovation
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Contract Manager
Project Manager
Research Director
Chief Technology Officer
Chief Financial Officer
Operations Manager
Human Resources Director
Procurement Manager
Innovation Manager
Strategic Partnership Director
Investment Manager
Product Development Manager
Sales Director
Technical Director
Compliance Officer
Risk Manager
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