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Non Disclosure Agreement Trade Secret Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
This Non Disclosure Agreement Trade Secret is essential for businesses operating in Malaysia who need to protect their valuable trade secrets and proprietary information when sharing them with third parties. The document is particularly relevant in situations involving business negotiations, joint ventures, potential partnerships, or when engaging with contractors and service providers. It is structured to comply with Malaysian legal requirements, including the Contracts Act 1950 and common law principles protecting confidential information. The agreement covers detailed definitions of trade secrets, specific security measures, permitted uses, and enforcement mechanisms, while incorporating Malaysian jurisdiction-specific provisions for maximum legal protection. It is designed to be robust enough to stand up to legal scrutiny while remaining practical for business operations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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

Relevant Teams

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

Relevant Roles

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

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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