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Non Disclosure Agreement For Subcontractor Template for Malaysia

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Key Requirements PROMPT example:

Non Disclosure Agreement For Subcontractor

"I need a Non Disclosure Agreement For Subcontractor to protect our software development company's proprietary code and client data when working with IT consultants in Kuala Lumpur, with particularly strong data security provisions and specific clauses about source code protection."

Document background
This Non-Disclosure Agreement For Subcontractor is essential when companies in Malaysia need to share sensitive information with external subcontractors while maintaining control over its use and disclosure. The document is particularly relevant in situations where subcontractors require access to proprietary information, trade secrets, technical specifications, or other confidential business data to perform their services. Governed by Malaysian law, including the Contracts Act 1950 and Personal Data Protection Act 2010, this agreement establishes clear confidentiality obligations, defines the scope of protected information, and provides robust enforcement mechanisms. It's designed to protect the principal company's interests while facilitating necessary information sharing for business operations, making it a crucial tool for managing subcontractor relationships in various industries throughout Malaysia.
Suggested Sections

1. Parties: Identifies the main contracting party (Company) and the Subcontractor, including full legal names and registration details

2. Background: Explains the context of the relationship and purpose of the NDA

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 non-disclosure, non-use, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed

7. Security Measures: Required measures for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon request or termination

9. Duration and Survival: Term of the agreement and surviving obligations

10. Breach and Remedies: Consequences of breach and available remedies

11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - used when technical or proprietary information is involved

2. Data Protection Compliance: Specific obligations regarding personal data under PDPA - required when confidential information includes personal data

3. Non-Competition: Restrictions on competitive activities - used when there's risk of competitive advantage through information access

4. Non-Solicitation: Prevents solicitation of employees or clients - useful for subcontractors with client contact

5. Audit Rights: Right to audit compliance with confidentiality obligations - important for highly sensitive information

6. Insurance Requirements: Obligations to maintain specific insurance coverage - relevant for high-risk projects

7. Digital Security Measures: Specific provisions for digital information protection - used when confidential information is primarily digital

Suggested Schedules

1. Schedule 1 - Description of Services: Details the services being provided by the subcontractor that necessitate access to confidential information

2. Schedule 2 - Specific Confidential Information: Detailed list or categories of confidential information covered

3. Schedule 3 - Authorized Representatives: List of personnel authorized to access confidential information

4. Schedule 4 - Security Protocols: Detailed security measures and protocols to be followed

5. Schedule 5 - Form of Confidentiality Undertaking: Template undertaking for subcontractor's employees or representatives

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

Information Technology

Manufacturing

Professional Services

Construction

Healthcare

Financial Services

Telecommunications

Research and Development

Engineering

Energy

Education

Biotechnology

Defense

Automotive

Real Estate Development

Relevant Teams

Legal

Procurement

Operations

Human Resources

Information Technology

Research & Development

Finance

Compliance

Risk Management

Project Management

Supply Chain

Information Security

Business Development

Relevant Roles

Legal Counsel

Procurement Manager

Project Manager

Contract Administrator

Operations Director

Chief Technology Officer

Human Resources Manager

Business Development Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Technical Director

Supply Chain Manager

Information Security Officer

Research 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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