Non-Disclosure and Confidentiality Agreements in Malaysia
Confidential information is a valuable business asset. Non-disclosure agreements and confidentiality agreements are used to protect sensitive commercial, technical, or financial information.
Scope of Assistance
- Drafting and reviewing mutual and one-way non-disclosure agreements
- Confidentiality provisions within broader commercial agreements
- Employee and contractor confidentiality agreements
- Trade secret and know-how protection
- Confidentiality obligations in merger and acquisition and due diligence contexts
- Breach of confidence claims and remedies
Key Provisions
A properly drafted non-disclosure agreement should define confidential information, obligations of the receiving party, permitted disclosures, duration of the obligation, and consequences of breach.
It should also address the return or destruction of confidential information and whether the obligation survives termination of the agreement.
Common Situations
- Pre-contractual discussions and negotiations
- Business acquisition due diligence
- Engagement of contractors, consultants, or service providers
- Technology development and licensing discussions
- Product development collaborations
- Disclosure to potential investors
Enforcement
Confidentiality obligations are enforceable under the Contracts Act 1950 and through the equitable doctrine of breach of confidence.
Where a breach is threatened or has occurred, urgent injunctive relief may be available to prevent further disclosure or use of confidential information.
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