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Two Way Non Disclosure Agreement Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
This Two Way Non-Disclosure Agreement is essential for business relationships where both parties need to share sensitive information while ensuring mutual protection and confidentiality. The document is specifically structured to comply with Malaysian law, including the Contracts Act 1950, Personal Data Protection Act 2010, and relevant intellectual property legislation. It's commonly used in business negotiations, joint ventures, potential partnerships, or any situation requiring bilateral exchange of confidential information. The agreement covers definition of confidential information, scope of protection, obligations of both parties, enforcement mechanisms, and remedies for breach, all within the Malaysian legal framework. This template is particularly valuable for businesses operating in Malaysia or engaging with Malaysian entities, ensuring that confidentiality obligations are both reciprocal and legally enforceable.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






















Clauses
























Relevant Industries

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

Relevant Teams

Legal

Business Development

Executive Leadership

Research and Development

Information Technology

Human Resources

Finance

Operations

Procurement

Sales

Product Development

Compliance

Risk Management

Strategic Planning

Innovation

Relevant Roles

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

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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