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Non Exclusive Agreement Template for Malaysia

A Non-Exclusive Agreement under Malaysian law is a legally binding contract that grants certain rights or permissions to one party while allowing the grantor to maintain the freedom to grant similar rights to others. This document is governed by Malaysian law, particularly the Contracts Act 1950 and Competition Act 2010, and provides a framework for business relationships where exclusivity is not required. It includes detailed provisions on the scope of rights granted, payment terms, obligations of both parties, and various protections while maintaining flexibility in commercial relationships.

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What is a Non Exclusive Agreement?

This Non-Exclusive Agreement template is designed for use in the Malaysian market where parties wish to establish a formal business relationship without the constraints of exclusivity. It is particularly useful for licensing arrangements, distribution agreements, service provisions, or technology partnerships where the grantor wants to maintain the flexibility to work with multiple partners. The document complies with Malaysian legal requirements, including the Contracts Act 1950 and Competition Act 2010, and includes essential provisions for protecting both parties' interests while facilitating commercial objectives. The agreement is structured to address key aspects such as scope of rights, territory, payment terms, quality standards, and termination rights, while maintaining the non-exclusive nature of the relationship.

What sections should be included in a Non Exclusive Agreement?

1. Parties: Identification of the contracting parties with full legal names and addresses

2. Background: Context of the agreement and brief description of why parties are entering into it

3. Definitions: Key terms used throughout the agreement

4. Grant of Rights: Clear statement of the non-exclusive rights being granted, including scope and territory

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Payments and Fees: Financial terms, payment schedules, and any applicable fees

7. Obligations of the Parties: Key responsibilities and obligations of each party

8. Representations and Warranties: Standard warranties about capacity to contract and specific warranties related to the subject matter

9. Limitation of Liability: Limits on parties' liability and any exclusions

10. Confidentiality: Protection of confidential information exchanged during the relationship

11. Governing Law and Jurisdiction: Confirmation of Malaysian law as governing law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments

What sections are optional to include in a Non Exclusive Agreement?

1. Intellectual Property Rights: Include when the agreement involves licensing or use of intellectual property

2. Quality Control: Include when the agreement involves products or services that need to meet specific standards

3. Marketing and Promotion: Include when parties need to coordinate on marketing activities

4. Insurance: Include when specific insurance requirements need to be maintained

5. Data Protection: Include when personal data processing is involved

6. Force Majeure: Include when parties want specific provisions for unforeseen circumstances

7. Anti-Corruption: Include when compliance with anti-corruption laws needs to be emphasized

8. Assignment and Subcontracting: Include when transfer of rights or subcontracting needs to be specifically addressed

What schedules should be included in a Non Exclusive Agreement?

1. Schedule 1 - Products/Services: Detailed description of products or services covered by the agreement

2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, charges, and payment terms

3. Schedule 3 - Service Levels: Performance metrics and service level requirements if applicable

4. Schedule 4 - Territory: Detailed description of geographical areas covered by the agreement

5. Schedule 5 - Technical Requirements: Any technical specifications or requirements

6. Appendix A - Contact Details: Key contact persons and their details for both parties

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Ƶ

Cost

Free to use

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