The Non-Disclosure Agreement For Sale Of Business is a critical legal document used in Malaysian business sale transactions when a potential buyer needs access to confidential information to evaluate the business. This agreement is essential before commencing due diligence and becomes particularly important in the Malaysian context where business relationships and confidentiality are highly valued. It protects sensitive information including financial records, trade secrets, customer lists, employee details, and proprietary technology, while complying with Malaysian legal requirements including the Contracts Act 1950, Personal Data Protection Act 2010, and Competition Act 2010. The document is typically executed at the initial stages of business sale discussions and remains effective throughout the transaction process and often for several years afterward, regardless of whether the sale proceeds.
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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any authorized representatives
2. Background: Context of the business sale and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Business', 'Transaction', 'Representatives', and 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information can be shared with representatives and advisors
7. Security Measures: Required procedures for protecting confidential information
8. Return or Destruction of Information: Obligations regarding confidential information after termination or abandoned transaction
9. Duration and Survival: Term of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Prevents poaching of employees or customers, recommended when the potential buyer might gain access to employee or customer information
2. Non-Circumvention: Prevents the potential buyer from bypassing the seller to directly approach key stakeholders, recommended for businesses with valuable relationships
3. Exclusive Dealing: Prevents the seller from negotiating with other potential buyers for a specified period, optional for serious buyers who want exclusivity
4. Public Announcements: Controls over public statements about the potential transaction, important for sensitive or high-profile deals
5. Data Protection Compliance: Specific obligations under Malaysian Personal Data Protection Act, needed if personal data is involved
6. Competition Law Compliance: Specific provisions ensuring compliance with Malaysian Competition Act, important for larger transactions or competitors
7. Electronic Information Security: Special provisions for digital data protection, recommended for businesses with significant digital assets
1. Schedule 1: Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2: Specific Information Categories: Detailed categorization of confidential information types specific to the business
3. Schedule 3: Security Protocols: Specific procedures and requirements for handling confidential information
4. Schedule 4: Excluded Information: List of information specifically excluded from confidentiality obligations
5. Appendix A: Form of Confidentiality Undertaking: Template undertaking to be signed by representatives who will access confidential information
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Relevant Teams
Legal
Finance
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Chief Executive Officer
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