Non Disclosure Agreement Template Malaysia

NON-DISCLOSURE AGREEMENT

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

BETWEEN:

[___________] (Company Registration No: [_______]), a company incorporated in Malaysia and having its registered office at [__________________________________________________] (hereinafter referred to as the "Disclosing Party");

AND

[___________] (Company Registration No: [] / NRIC No: []), having its/his/her address at [______________________________________________________] (hereinafter referred to as the "Receiving Party").

(Collectively referred to as the "Parties" and individually as a "Party").

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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, customer lists, technical processes, software, trade secrets, and any other proprietary information marked as "Confidential" or which, by its nature, should reasonably be understood to be confidential.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Hold all Confidential Information in the strictest confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of [___________________________] (the "Purpose"); c) Not disclose, publish, or otherwise communicate the Confidential Information to any third party without the prior written consent of the Disclosing Party; and d) Limit access to the Confidential Information to its employees or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

3. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes generally available to the public other than as a result of a breach of this Agreement; b) Was in the possession of the Receiving Party prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Confidential Information; or d) Is required to be disclosed by law or by a court of competent jurisdiction, provided the Receiving Party gives prompt notice to the Disclosing Party.

4. TERM

This Agreement shall remain in effect for a period of [] years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of [] years.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information and certify such destruction in writing.

6. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, 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. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions or understandings. Any amendments must be made in writing and signed by both Parties.

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

SIGNED FOR AND ON BEHALF OF [Disclosing Party Name]

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Name: [______________] Designation: [_____] Date: [________________]

IN THE PRESENCE OF: Witness Name: [_______] IC No: [______________]

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SIGNED BY [Receiving Party Name]

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Name: [______________] Designation: [_____] Date: [________________]

IN THE PRESENCE OF: Witness Name: [_______] IC No: [______________]