The Letter of Intent Non Disclosure Agreement is a crucial document used in the initial stages of business negotiations and potential transactions under Malaysian law. It serves two primary purposes: first, to document preliminary business intentions and proposed terms of a potential transaction, and second, to establish legally binding confidentiality obligations. This document is particularly valuable when parties need to exchange sensitive information during due diligence or preliminary discussions while maintaining confidentiality. It incorporates relevant Malaysian legal requirements, including provisions from the Contracts Act 1950, Personal Data Protection Act 2010, and common law principles. The document is commonly used in mergers and acquisitions, joint ventures, strategic partnerships, and other significant business transactions where protecting proprietary information is essential while exploring business opportunities.
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1. Letterhead and Date: Corporate letterhead of the sending party and date of the letter
2. Parties: Full legal names and addresses of both parties
3. Background: Context of the potential business relationship and purpose of the LOI
4. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives'
5. Expression of Intent: Clear statement of non-binding business intentions
6. Confidentiality Obligations: Core NDA provisions including protection, non-use, and non-disclosure obligations
7. Permitted Disclosures: Circumstances under which confidential information may be shared
8. Duration of Confidentiality: Time period for confidentiality obligations
9. Return or Destruction of Information: Obligations regarding confidential materials upon request or termination
10. Non-Binding Nature: Clear statement of which provisions are binding (NDA) and non-binding (LOI)
11. Governing Law: Specification of Malaysian law as governing law
12. Signature Block: Space for authorized signatures from both parties
1. Exclusivity Period: Used when parties want to negotiate exclusively for a specific period
2. Costs and Expenses: Include when there's a need to specify who bears the costs of preliminary discussions
3. Non-Solicitation: Add when protection against poaching employees or clients is needed
4. Intellectual Property Rights: Include when discussions may involve sharing of IP or creation of new IP
5. Break Fee: Used when parties want to specify compensation if negotiations are terminated
6. Publicity and Announcements: Include when controlling public statements about the potential transaction is important
7. Term Sheet: Add when key commercial terms of the proposed transaction are already agreed
8. Dispute Resolution: Include when specific dispute resolution mechanisms are preferred
1. Schedule 1 - Description of Proposed Transaction: Detailed outline of the contemplated business relationship or transaction
2. Schedule 2 - Scope of Confidential Information: Detailed list or categories of information considered confidential
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
4. Schedule 4 - Security Protocols: Specific procedures for handling and protecting confidential information
5. Appendix A - Proposed Timeline: Indicative timeline for negotiations and due diligence
6. Appendix B - Required Approvals: List of regulatory or corporate approvals needed for the proposed transaction
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Technology
Manufacturing
Real Estate
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Healthcare
Energy
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Construction
Education
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Automotive
Retail
Agriculture
Mining
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Infrastructure
Transportation
Media and Entertainment
Relevant Teams
Legal
Corporate Development
Executive Leadership
Business Development
Mergers & Acquisitions
Strategy
Commercial
Risk & Compliance
Finance
Operations
Corporate Secretariat
Investment
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Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Business Development Director
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