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Non Disclosure Non Compete Agreement for Malaysia

Non Disclosure Non Compete Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that combines confidentiality obligations with non-compete restrictions. This document establishes binding obligations on the receiving party to maintain the confidentiality of sensitive business information while also restricting their ability to engage in competitive activities within specified geographical areas and time periods. The agreement is structured to comply with Malaysian contract law principles, particularly regarding reasonable restrictions in trade and the protection of legitimate business interests, while ensuring enforceability under the Malaysian legal framework.

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What is a Non Disclosure Non Compete Agreement?

This Non-Disclosure Non-Compete Agreement is designed for use in business relationships where protection of confidential information and prevention of competitive activities are essential under Malaysian law. It is commonly used when engaging employees, contractors, or business partners who will have access to sensitive information or could pose a competitive threat. The document incorporates provisions compliant with Malaysian legislation, including the Contracts Act 1950 and Competition Act 2010, ensuring reasonable scope and duration of restrictions. It covers detailed definitions of confidential information, specific non-compete obligations, geographical limitations, and duration of restrictions, while providing mechanisms for enforcement and remedies in case of breach.

What sections should be included in a Non Disclosure Non Compete Agreement?

1. Parties: Identification and details of all parties to the agreement

2. Background: Context of the agreement, relationship between parties, and purpose of entering into the agreement

3. Definitions: Detailed definitions of key terms including Confidential Information, Competing Business, Territory, and Restricted Period

4. Confidentiality Obligations: Detailed provisions regarding the protection, use, and non-disclosure of confidential information

5. Non-Compete Obligations: Specific restrictions on competing activities, including scope, duration, and geographical limitations

6. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers

7. Return of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination or request

8. Term and Termination: Duration of the agreement and circumstances for termination

9. Remedies: Available remedies in case of breach, including injunctive relief and damages

10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

What sections are optional to include in a Non Disclosure Non Compete Agreement?

1. Permitted Disclosures: Specific circumstances where disclosure is permitted, such as to professional advisors or by court order

2. Assignment and Succession: Include when there's a possibility of corporate restructuring or transfer of rights

3. Survival Clause: Specific provisions that continue after termination, recommended for long-term protection

4. Garden Leave: Include for employment-related agreements where paid non-compete period is contemplated

5. Independent Contractor Status: Include when the agreement is with contractors rather than employees

6. Intellectual Property Rights: Include when confidential information includes or relates to IP rights

7. Data Protection: Include when personal data processing is involved

What schedules should be included in a Non Disclosure Non Compete Agreement?

1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential

2. Schedule 2 - Restricted Business Activities: Specific description of prohibited competing activities

3. Schedule 3 - Territory: Detailed definition of geographical areas where restrictions apply

4. Schedule 4 - Restricted Customers/Suppliers: List of specific customers or suppliers covered by non-solicitation provisions

5. Schedule 5 - Consideration: Details of any consideration provided for non-compete obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Malaysia

Publisher

Genie AI

Cost

Free to use

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