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Exclusivity And Non Circumvention Agreement Template for Malaysia

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Key Requirements PROMPT example:

Exclusivity And Non Circumvention Agreement

"I need an Exclusivity and Non-Circumvention Agreement for appointing an exclusive distributor in Malaysia for my Australian technology products, with the agreement starting January 2025 and running for three years."

Document background
The Exclusivity And Non Circumvention Agreement is essential in Malaysian business relationships where parties need to protect their commercial interests and prevent unauthorized direct dealings. This document is particularly relevant when businesses share sensitive information, introduce valuable contacts, or establish exclusive territorial rights. It ensures compliance with Malaysian legislation, including the Contracts Act 1950 and Competition Act 2010, while providing clear mechanisms for enforcement. The agreement is commonly used in distribution arrangements, agency relationships, joint ventures, and other strategic partnerships where protecting business relationships and maintaining exclusivity is crucial.
Suggested Sections

1. Parties: Identification and details of all parties entering into the agreement

2. Background: Context of the agreement, business relationship, and purpose of entering into the exclusivity arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Confidential Information', 'Business Opportunity', 'Territory', etc.

4. Scope of Exclusivity: Detailed description of the exclusive rights granted, including territory, products/services, and duration

5. Non-Circumvention Obligations: Specific obligations preventing parties from bypassing each other or dealing directly with identified contacts or opportunities

6. Confidentiality Obligations: Obligations regarding the treatment and protection of confidential information shared between parties

7. Duration and Termination: Term of the agreement, renewal provisions, and circumstances allowing termination

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

9. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendment procedures

Optional Sections

1. Commission Structure: Details of any commission or fee arrangements between parties, used when the relationship includes revenue sharing

2. Intellectual Property Rights: Provisions regarding IP ownership and usage, included when IP is relevant to the business relationship

3. Non-Solicitation: Prevents parties from soliciting each other's employees or clients, included for additional business protection

4. Dispute Resolution: Alternative dispute resolution procedures such as mediation or arbitration, included when parties prefer alternatives to court litigation

5. Force Majeure: Provisions for unforeseen circumstances preventing performance, included when dealing with long-term arrangements

6. Insurance Requirements: Specific insurance obligations, included when business activities carry significant risks

7. Compliance with Laws: Specific regulatory compliance obligations, included when operating in heavily regulated industries

Suggested Schedules

1. Schedule 1 - Protected Contacts: List of specific contacts, clients, or business partners covered by the non-circumvention provisions

2. Schedule 2 - Territory Definition: Detailed description or map of the geographical territory covered by the exclusivity

3. Schedule 3 - Products and Services: Detailed list of products or services covered by the exclusivity arrangement

4. Schedule 4 - Commission Rates: Detailed breakdown of commission rates or fee structures if applicable

5. Appendix A - Confidentiality Requirements: Specific procedures and requirements for handling confidential information

6. Appendix B - Reporting Requirements: Templates and procedures for any required business reporting between parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Manufacturing

Technology

Distribution

International Trade

Professional Services

Consulting

Real Estate

Financial Services

Healthcare

Energy

Telecommunications

Retail

Construction

Pharmaceutical

Relevant Teams

Legal

Commercial

Business Development

Sales

Operations

Procurement

International Business

Corporate Strategy

Compliance

Executive Leadership

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Commercial Director

Legal Counsel

Contract Manager

Sales Director

Operations Manager

Strategic Partnership Manager

Distribution Manager

Procurement Manager

International Business Manager

Regional Director

Chief Commercial 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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