A confidentiality agreement, or mostly known as the non-disclosure agreement (NDA), is a piece of legal document that is widely used in many commercial transactions in Malaysia.
The NDA agreement relates to the non-disclosure and protection of confidential information and confirms the relationship of confidence between the parties. Therefore, it is very crucial and important to have such NDA agreement to set out in detail the expectations of the discloser of confidential information and the obligations which must be undertaken by the recipient of such information. The principal obligations relate to the use of the confidential information for a specific purpose and prohibition of unauthorised disclosures.
Hence, in this Article, let’s discuss the material and important terms which one NDA agreement must consist of the followings:-
1. Must confirm in writing the relationship of confidence between parties;
2. Must state clearly the purpose of the NDA agreement as well as the details of project/engagement and the permitted purpose of review/evaluation of the confidential information;
3. Must specifically define the information or data or material which would fall within the ambit of the confidential information;
4. Must spell out the covenants, obligation or restrictions on the Receiving Party (what not to do and what to do with the confidential information);
5. Ensure that the Receiving Party acknowledge in writing that any recipient of the confidential information is regarded as confidential and subject to obligation of non-disclosure;
6. Must list out the consequences of unauthorised disclosure and the available legal remedies including but not limited to damages, injunction, account for profits, destruction or return of property, specific performance and other;
It is always worthwhile to review and consider practical measures as to how best to protect such information as confidential information as it can be the most valuation asset of a business in certain circumstances. The legal fees for preparing and drafting such NDA agreement are depending on the complexities and you may request our Free Legal Quotation by clicking the WhatsApp button at the bottom of our website.
