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Business Sale Non Disclosure Agreement Template for Malaysia

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Key Requirements PROMPT example:

Business Sale Non Disclosure Agreement

"I need a Business Sale Non-Disclosure Agreement for a potential sale of my technology company to a competitor, with strong protection for source code and AI algorithms, targeting completion by March 2025."

Document background
The Business Sale Non Disclosure Agreement is a crucial document used in Malaysian business transactions when a company or business owner is considering selling their business and needs to share sensitive information with potential buyers. This document is essential in the preliminary stages of a business sale, typically preceding any formal sale agreement. It's designed to comply with Malaysian legal requirements, including the Contracts Act 1950, Personal Data Protection Act 2010, and Competition Act 2010. The agreement enables the secure sharing of confidential business information such as financial records, customer data, trade secrets, operational procedures, and employee information during the due diligence process, while providing legal recourse if confidentiality is breached. It's particularly important in the Malaysian business context where protecting proprietary information is crucial for maintaining competitive advantage during sale negotiations.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including the proposed business sale transaction and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Business Sale Transaction'

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 the protection and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to professional advisors and as required by law

7. Security Measures: Required measures for protecting and securing confidential information

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

9. Duration and Survival: Term of the agreement and which provisions 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

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, used when there's specific concern about poaching during the due diligence process

2. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers, included when exclusive negotiation rights are granted

3. Data Protection Compliance: Specific provisions for PDPA compliance, required when personal data will be included in the disclosed information

4. Announcements and Publicity: Controls on public statements about the potential transaction, important for sensitive or high-profile deals

5. Representatives' Obligations: Detailed provisions regarding the obligations of representatives who will access the information, used when multiple parties need access

6. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, needed when parties are competitors

7. Costs: Allocation of costs related to protecting confidential information, included in complex transactions

Suggested Schedules

1. Schedule 1 - Description of Business: Detailed description of the business being considered for sale

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

3. Schedule 3 - Specific Categories of Confidential Information: Detailed categorization of different types of confidential information to be disclosed

4. Schedule 4 - Security Protocols: Specific security measures and protocols for handling confidential information

5. Schedule 5 - Excluded Information: List of information explicitly excluded from confidentiality obligations

Authors

Alex Denne

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

Relevant legal definitions

























Clauses





















Relevant Industries

Manufacturing

Technology

Retail

Financial Services

Healthcare

Real Estate

Professional Services

Energy

Telecommunications

Hospitality

Education

Transportation

Construction

Agriculture

Mining

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Strategy

Business Development

Corporate Secretariat

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Director

Corporate Lawyer

Legal Counsel

Investment Banker

Mergers & Acquisitions Manager

Due Diligence Specialist

Business Owner

Company Secretary

Financial Controller

Commercial Director

Strategy Director

Risk Manager

Compliance Officer

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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