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Commercial In Confidence Agreement
"I need a Commercial In Confidence Agreement under Malaysian law for my technology company sharing proprietary software development methods with a third-party contractor, with special emphasis on digital security measures and source code protection."
1. Parties: Identification of all parties to the agreement, including registered addresses and company registration numbers
2. Background: Context of the agreement and the purpose for sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Authorized Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and permitted uses
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Information: Procedures for handling confidential information upon termination or request
9. Duration and Termination: Term of the agreement and conditions for termination
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
12. Execution: Signature blocks and execution formalities
1. Intellectual Property Rights: Section clarifying ownership and protection of IP rights when confidential information includes intellectual property
2. Data Protection Compliance: Specific provisions for compliance with PDPA 2010 when personal data is involved
3. Digital Security Requirements: Specific provisions for digital security measures when information is stored or transmitted electronically
4. Competition Law Compliance: Provisions ensuring compliance with competition laws when parties are competitors
5. Representatives and Employees: Detailed provisions about employee obligations and training when multiple staff members will access information
6. International Transfer of Information: Additional provisions for cross-border transfer of confidential information
7. Publicity and Announcements: Provisions regarding public statements about the business relationship
8. Insurance Requirements: Provisions requiring specific insurance coverage for confidential information
1. Schedule 1 - Detailed Description of Confidential Information: Comprehensive list and description of all confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access the confidential information
3. Schedule 3 - Security Protocols: Detailed security procedures and requirements for handling confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted uses of the confidential information
5. Appendix A - Data Handling Procedures: Step-by-step procedures for handling, storing, and disposing of confidential information
6. Appendix B - Incident Response Plan: Procedures to follow in case of unauthorized disclosure or security breach
Authors
Technology and Software
Manufacturing
Financial Services
Healthcare and Pharmaceuticals
Professional Services
Research and Development
Energy and Resources
Telecommunications
Real Estate
Construction
Education and Training
Retail and Consumer Goods
Legal
Compliance
Executive Leadership
Business Development
Research and Development
Information Technology
Operations
Human Resources
Procurement
Finance
Risk Management
Information Security
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Compliance Officer
Business Development Manager
Project Manager
Research Director
Chief Technology Officer
Chief Financial Officer
Operations Manager
Human Resources Director
Procurement Manager
Contract Manager
Information Security Officer
Risk Manager
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