Employee Non Disclosure Agreement Malaysia Template WORD

Employee Non-Disclosure Agreement (Malaysia)

Document ID: TR-EMP-NDA-MY-001 Effective Date: [____/____/2026]

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Instructions for Use

• This Agreement is to be completed by the Company's Human Resources Department and signed by the Employee prior to or on their first day of employment.
• Retain the original signed Agreement in the Employee's official personnel file for a minimum of seven (7) years post-termination of employment. A scanned copy may be provided to the Employee.
• Mandatory attachments: Employee's Offer Letter and Job Description.

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1. Parties to the Agreement

This Non-Disclosure Agreement ("Agreement") is made and entered into on this [__________] day of [__________], [__________] ([____/____/2026])

BETWEEN:

[Company Name__________] (Company Registration No.: [__________]), a company incorporated under the laws of Malaysia and having its registered office at [Company Registered Address__________], (hereinafter referred to as the "Company").

AND

[Employee Full Name__________] (NRIC/Passport No.: [__________]), residing at [Employee Residential Address__________], (hereinafter referred to as the "Employee").

(The Company and the Employee are hereinafter collectively referred to as "Parties" and individually as "Party").

2. Preamble

The Employee is employed by the Company in the position of [Position Title__________] effective [____/____/2026]. In the course of the Employee's employment, the Employee will have access to, be exposed to, or create confidential, proprietary, and sensitive information belonging to the Company and/or its affiliates, clients, or partners. The Parties agree that it is essential to protect such information from unauthorized disclosure or use.

3. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, whether commercial, financial, technical, operational, strategic, or otherwise, directly or indirectly disclosed by the Company to the Employee, or learned, developed, or observed by the Employee in the course of their employment, regardless of the form in which it is disclosed or maintained. This includes, but is not limited to:

a. Business Information: Business plans, marketing strategies, client lists, customer information, sales data, pricing policies, financial data, personnel records, supplier information, investment strategies, and corporate policies. b. Technical Information: Software, source code, object code, algorithms, designs, schematics, engineering documents, research and development data, product specifications, formulas, prototypes, methods, processes, and inventions (whether patentable or not). c. Proprietary Information: Trade secrets, know-how, intellectual property (including copyrights, trademarks, and designs), data compiled through the Company's efforts, and any other information marked as "Confidential" or "Proprietary." d. Third-Party Information: Information received by the Company from its clients, customers, partners, or other third parties, which the Company is obligated to treat as confidential. e. Employee-Created Information: Any information, materials, or intellectual property created or developed by the Employee during the course of their employment that relates to the Company's business.

Exclusions: Confidential Information shall not include information that: i. Is or becomes publicly known through no wrongful act or omission of the Employee. ii. Is lawfully received by the Employee from a third party without restriction on disclosure and without breach of this Agreement. iii. Was already known to the Employee prior to its disclosure by the Company, as evidenced by written records. iv. Is independently developed by the Employee without reliance on Confidential Information, as evidenced by written records. v. Is required to be disclosed by law or by a court of competent jurisdiction, provided the Employee gives the Company prompt prior written notice of such requirement and cooperates with the Company to minimize such disclosure.

4. Obligations of the Employee

The Employee agrees to the following obligations:

a. Non-Disclosure: The Employee shall not, during their employment or at any time thereafter, disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party, directly or indirectly, without the prior written consent of the Company. b. Non-Use: The Employee shall use Confidential Information solely for the performance of their duties as an employee of the Company and not for their own benefit or the benefit of any third party. c. Duty of Care: The Employee shall take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of the Confidential Information, exercising at least the same degree of care as they use to protect their own highly sensitive confidential information, but in no event less than a reasonable degree of care. d. Return of Information: Upon termination of employment for any reason, or at any time upon the Company's request, the Employee shall immediately return to the Company all documents, files, data, materials, devices, equipment, and any copies thereof (in any form, physical or electronic) containing or embodying Confidential Information. The Employee shall not retain any copies, summaries, or extracts of Confidential Information. e. No Reverse Engineering: The Employee shall not reverse engineer, decompile, or disassemble any products, software, or other tangible or intangible objects that embody Confidential Information without the Company's prior written consent. f. Notification of Breach: The Employee shall promptly notify the Company upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement.

5. Term and Survival

This Agreement shall commence on the Effective Date and shall continue in full force and effect during the Employee's employment with the Company. The obligations relating to the protection of Confidential Information shall survive the termination of the Employee's employment indefinitely.

6. Ownership of Information

All Confidential Information, including any intellectual property rights arising therefrom (e.g., copyrights, patents, trademarks), shall remain the sole and exclusive property of the Company. The Employee acknowledges that nothing in this Agreement grants them any right, title, or interest in or to the Company's Confidential Information.

7. Remedies

The Employee acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Company for which monetary damages alone would not be a sufficient remedy. Therefore, the Employee agrees that, in addition to any other remedies available at law or in equity, the Company shall be entitled to seek injunctive relief to prevent actual or threatened breaches of this Agreement without the necessity of posting a bond or proving actual damages. The Company shall also be entitled to recover from the Employee all costs and reasonable legal fees incurred in enforcing this Agreement.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Malaysia. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Malaysia for any dispute arising out of or in connection with this Agreement.

9. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement, and the remainder of the Agreement shall continue in full force and effect.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

11. Waiver

No waiver by the Company of any breach of this Agreement shall be deemed a waiver of any subsequent or other breach.

12. Assignment

This Agreement is personal to the Employee and may not be assigned by the Employee. The Company may assign this Agreement to any successor or affiliate without the Employee's consent.

13. Acknowledgement

The Employee confirms that they have read and understood the terms of this Agreement and agree to be bound by them. The Employee further acknowledges that they have had the opportunity to seek independent legal advice regarding this Agreement.

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Execution & Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

FOR AND ON BEHALF OF [Company Name__________]:

[ ] Authorized Signature

[__________] Printed Name

[__________] Title

Date: [____/____/2026]

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EMPLOYEE:

[ ] Employee Signature

[__________] Printed Name

[__________] NRIC/Passport No.

Date: [____/____/2026]

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WITNESS:

[ ] Witness Signature

[__________] Printed Name

[__________] NRIC/Passport No.

Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.