Non Disclosure Agreement Sample Malaysia

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on this ______ day of __________________, 20____ (the "Effective Date").

BETWEEN:

(1) ________________________________________________ (Company Registration No: __________________), a company incorporated in Malaysia and having its registered office at __________________________________________________________________ (hereinafter referred to as the "Disclosing Party");

AND

(2) ________________________________________________ (Company Registration No/NRIC: __________________), having its address at __________________________________________________________________ (hereinafter referred to as the "Receiving Party").

(The Disclosing Party and the Receiving Party shall be collectively referred to as the "Parties" and individually as a "Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, trade secrets, customer lists, proprietary technology, software, and any other information marked as "Confidential" or which, by its nature, ought reasonably to be considered confidential.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees: a) To hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such information; b) To use the Confidential Information solely for the purpose of __________________________________________________________________ (the "Purpose"); c) Not to disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; d) To restrict access to the Confidential Information to those employees or representatives who have a "need to know" and who are bound by confidentiality obligations no less restrictive than those contained herein.

3. EXCLUSIONS

The obligations of confidentiality shall not apply to information that: a) Is or becomes publicly known through no fault of the Receiving Party; b) Was already in the possession of the Receiving Party prior to disclosure; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; d) Is required to be disclosed by law or by order of a court of competent jurisdiction in Malaysia.

4. TERM

This Agreement shall commence on the Effective Date and shall remain in effect for a period of ______ years. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a further period of ______ years.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party or upon completion of the Purpose, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession.

6. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which damages may be an inadequate remedy, and therefore the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Malaysia. The Parties hereby submit to the exclusive jurisdiction of the courts of Malaysia.

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and may only be amended by a written instrument signed by both Parties.

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

SIGNED FOR AND ON BEHALF OF THE DISCLOSING PARTY:

Signature: ___________________________ Name: ______________________________ Designation: _________________________ In the presence of: ____________________

SIGNED FOR AND ON BEHALF OF THE RECEIVING PARTY:

Signature: ___________________________ Name: ______________________________ Designation: _________________________ In the presence of: ____________________