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Indemnity In Confidentiality Agreement

Indemnity In Confidentiality Agreement Template for Malaysia

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Key Requirements PROMPT example:

Indemnity In Confidentiality Agreement

"I need an Indemnity In Confidentiality Agreement for a Malaysian technology company sharing AI algorithms with international partners, with strong indemnification provisions for any unauthorized use or disclosure of the algorithms, and specific provisions for technical documentation and source code protection."

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Document background
The Indemnity In Confidentiality Agreement is essential in business relationships where sensitive information needs to be shared while maintaining robust protection mechanisms. This document, governed by Malaysian law, is particularly relevant in scenarios involving technology transfers, joint ventures, mergers and acquisitions, or consulting arrangements where proprietary information must be protected. The agreement combines standard confidentiality provisions with specific indemnification clauses that provide financial recourse in case of breaches. It addresses both the prevention of unauthorized disclosure through detailed confidentiality obligations and the remediation process through indemnification provisions, making it suitable for high-stakes business transactions where significant intellectual property or trade secrets are involved.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including their full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Indemnified Parties', and 'Losses'

4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

6. Indemnification: Specific indemnification obligations, including scope, process, and limitations

7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

8. Term and Termination: Duration of the agreement and circumstances for termination

9. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

10. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Security Measures: Specific technical and organizational measures required for protecting confidential information, particularly relevant for digital information

2. Intellectual Property Rights: Clarification of IP ownership and rights, necessary when confidential information includes IP

3. Insurance Requirements: Obligations to maintain specific insurance coverage for indemnification, relevant for high-value agreements

4. Dispute Resolution: Alternative dispute resolution procedures, useful for international agreements or when parties prefer arbitration

5. Representatives and Points of Contact: Designation of specific individuals responsible for managing confidential information, useful for complex organizations

6. Survival: Specific provisions that continue after termination, important when certain obligations should extend beyond the agreement term

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential under the agreement

2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information

4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and responding to indemnification claims

5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by employees or third parties who will access confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
























Clauses
























Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Research and Development

Professional Services

Telecommunications

Energy

Biotechnology

Defense

Aerospace

Consumer Products

Education

Relevant Teams

Legal

Compliance

Executive Leadership

Information Security

Risk Management

Research and Development

Business Development

Finance

Human Resources

Information Technology

Intellectual Property

Corporate Communications

Operations

Relevant Roles

Chief Legal Officer

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Technology Officer

Research Director

Business Development Manager

Project Manager

Information Security Officer

Risk Manager

Contract Administrator

Intellectual Property Manager

Chief Financial Officer

Human Resources Director

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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