The Confidentiality and Non Circumvention Agreement is essential in Malaysian business transactions where parties need to share sensitive information while protecting their business interests. It is particularly relevant in scenarios involving business negotiations, joint ventures, investment discussions, or strategic partnerships. The agreement serves dual purposes: preventing unauthorized disclosure or use of confidential information, and ensuring that receiving parties don't bypass or circumvent the disclosing party in business dealings. This document type is governed by Malaysian law, incorporating provisions from the Contracts Act 1950 and relevant statutes, while being enforceable through Malaysian courts. It's commonly used during due diligence processes, business negotiations, and potential collaboration discussions where protecting proprietary information and business relationships is crucial.
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1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Non-Circumvention'
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Non-Circumvention Obligations: Obligations not to bypass or circumvent the disclosing party in business dealings
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Security Measures: Required measures to protect confidential information from unauthorized access or disclosure
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and provisions that survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Personal Data Protection: Required when confidential information includes personal data subject to PDPA 2010
2. Electronic Communications: Include when parties will primarily communicate or share information electronically
3. Third Party Rights: Include when third parties may have rights under the agreement
4. Non-Solicitation: Add when parties wish to prevent solicitation of employees or customers
5. Intellectual Property Rights: Include when confidential information includes IP or when IP might be created during the relationship
6. Force Majeure: Include for long-term agreements or when compliance might be affected by external events
7. Assignment and Succession: Include when transfer of rights or obligations might be relevant
8. Costs and Expenses: Include when there are significant costs associated with maintaining confidentiality
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information deemed confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures for handling confidential information
4. Schedule 4 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used
5. Appendix A - Form of Confidentiality Undertaking: Template undertaking for representatives or third parties who may access confidential information
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