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Intellectual Property Non Disclosure Agreement

Intellectual Property Non Disclosure Agreement Template for Malaysia

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Key Requirements PROMPT example:

Intellectual Property Non Disclosure Agreement

"I need an Intellectual Property Non Disclosure Agreement under Malaysian law for sharing proprietary software code and technical specifications with a potential manufacturing partner in Penang, with the agreement to be effective from March 1, 2025."

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Document background
This Intellectual Property Non Disclosure Agreement is essential for businesses and individuals operating under Malaysian law who need to protect sensitive information and intellectual property during business discussions, due diligence processes, or collaborative ventures. The document is particularly relevant in situations where proprietary technology, trade secrets, or other confidential information needs to be shared with potential partners, investors, or service providers. It incorporates key provisions from Malaysian legislation, including the Contracts Act 1950, Patents Act 1983, and Copyright Act 1987, ensuring comprehensive protection of intellectual property rights and confidential information. The agreement is structured to provide clear obligations, enforcement mechanisms, and remedies in case of breach, while remaining compliant with Malaysian legal requirements and business practices.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company registration numbers

2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Intellectual Property Rights', 'Permitted Purpose', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including duty to maintain secrecy and permitted uses of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Protection Measures: Security measures required to protect confidential information

8. Intellectual Property Rights: Assertion of IP ownership and rights, including that disclosure does not transfer ownership

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

10. Duration and Survival: Term of the agreement and survival of obligations post-termination

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

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

Optional Sections

1. Reverse Engineering: Prohibitions on reverse engineering, used when technical information or software is involved

2. Data Protection: Specific provisions for handling personal data, required when confidential information includes personal data

3. Export Control: Provisions regarding export control laws, needed for international transfers of technical information

4. Non-Solicitation: Restrictions on soliciting employees or customers, useful in competitive business contexts

5. Publicity: Restrictions on public announcements about the relationship, important for sensitive business relationships

6. Competing Projects: Provisions regarding involvement in competing projects, relevant in competitive industries

7. Force Majeure: Provisions for unforeseen circumstances affecting compliance, particularly relevant in long-term NDAs

8. Insurance: Requirements for insurance coverage, relevant when high-value IP is involved

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of authorized representatives from each party who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted purpose for which confidential information may be used

5. Appendix A - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

6. Appendix B - Confidentiality Undertaking: Template undertaking to be signed by employees or third parties accessing the information

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions





























Clauses






























Relevant Industries

Technology & Software

Manufacturing & Industrial

Research & Development

Biotechnology

Pharmaceutical

Financial Services

Professional Services

Healthcare

Education & Training

Telecommunications

Media & Entertainment

Automotive

Aerospace & Defense

Consumer Electronics

Energy & Utilities

Relevant Teams

Legal

Research and Development

Product Development

Innovation

Business Development

Compliance

Information Technology

Intellectual Property

Corporate Strategy

Procurement

Engineering

Executive Leadership

Project Management

Technology Transfer

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

Legal Counsel

Intellectual Property Manager

Research Director

Business Development Manager

Project Manager

Innovation Manager

Product Development Manager

Contract Administrator

Compliance Officer

Technology Transfer Officer

Research Scientist

Software Development Manager

Investment Manager

Partnership Manager

Procurement Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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