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Non Disclosure Agreement Trade Secret
"I need a Non Disclosure Agreement Trade Secret for my Malaysian technology company to protect our proprietary software algorithms when sharing them with a potential manufacturing partner in Penang, with the agreement to be effective from March 1, 2025."
1. Parties: Identification of the disclosing and receiving parties, including registration/identification numbers as per Malaysian requirements
2. Background: Context of the agreement, relationship between parties, and purpose of disclosure
3. Definitions: Detailed definitions of Trade Secrets, Confidential Information, Permitted Purpose, and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes trade secrets and confidential information
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection requirements
6. Permitted Disclosures: Circumstances under which disclosure is permitted, including to employees and professional advisors
7. Security Measures: Specific measures required to protect the confidential information
8. Term and Survival: Duration of the agreement and obligations that survive termination
9. Return or Destruction of Information: Requirements for handling confidential information upon termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction for dispute resolution
1. Employee and Agent Obligations: Additional provisions when the receiving party needs to share information with employees or agents
2. Non-Competition Clause: Restrictions on competitive activities, if relevant to trade secret protection
3. Intellectual Property Rights: Clarification of IP ownership and rights when trade secrets may involve patentable innovations
4. Data Protection Compliance: Specific provisions when confidential information includes personal data under PDPA
5. Export Control: Required when trade secrets involve technology subject to export controls
6. Alternative Dispute Resolution: Optional mediation or arbitration procedures before court proceedings
7. Severability: Provisions for maintaining validity if parts are found unenforceable
8. Force Majeure: Provisions for handling confidentiality during unexpected events or emergencies
1. Schedule 1: Description of Trade Secrets: Detailed listing and description of specific trade secrets covered
2. Schedule 2: Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3: Security Protocols: Detailed security measures and procedures 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: Non-Disclosure Undertaking: Template for additional non-disclosure undertakings by employees or agents
6. Appendix B: Information Return Form: Template for documenting return or destruction of confidential information
Authors
Technology
Manufacturing
Pharmaceuticals
Chemical Industry
Food and Beverage
Research and Development
Automotive
Electronics
Biotechnology
Software Development
Financial Services
Professional Services
Energy
Telecommunications
Healthcare
Industrial Design
Legal
Research and Development
Product Development
Executive Leadership
Operations
Manufacturing
Quality Control
Information Technology
Business Development
Innovation
Strategic Planning
Intellectual Property
Engineering
Procurement
Human Resources
Chief Executive Officer
Chief Technology Officer
Research Director
Product Development Manager
Legal Counsel
Business Development Manager
Project Manager
Technical Consultant
Research Scientist
Innovation Manager
Operations Director
Manufacturing Manager
Quality Control Manager
Process Engineer
Software Architect
Chief Financial Officer
Strategic Partnership Manager
Intellectual Property Manager
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