A Software Non Disclosure Agreement is essential when sharing sensitive software-related information in Malaysia's growing technology sector. This document is typically used when discussing software development projects, sharing source code, exploring technology partnerships, or during software acquisition negotiations. It provides specific protections under Malaysian law, including provisions aligned with the Contracts Act 1950 and Copyright Act 1987. The agreement is particularly important given Malaysia's emerging position as a technology hub in Southeast Asia, where software intellectual property protection is crucial. The document includes comprehensive provisions for digital assets protection, addressing modern software development practices while ensuring enforceability under Malaysian jurisdiction.
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1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company registration numbers
2. Background: Context of the disclosure, nature of the software-related information to be shared, and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Software', 'Source Code', 'Documentation', 'Intellectual Property Rights', and other relevant technical terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, specifically including software architecture, source code, algorithms, development methods, and technical specifications
5. Obligations of Confidentiality: Core confidentiality obligations, security measures, and permitted uses of the confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to employees, contractors, or other authorized parties
7. Protection Measures: Specific security measures required to protect the confidential information, including digital security requirements
8. Prohibited Activities: Specific prohibitions including reverse engineering, decompilation, and unauthorized copying
9. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information, including digital copies and backups
10. Term and Termination: Duration of the agreement and termination provisions
11. Survival: Obligations that continue after termination
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Non-Solicitation: Prevents poaching of employees/contractors; include when sharing information involves exposure to key personnel
2. Data Protection Compliance: Include when confidential information includes personal data under PDPA 2010
3. Source Code Protection: Additional provisions specifically for source code protection when source code access is involved
4. Audit Rights: Right to audit compliance with security measures; include for high-risk disclosures
5. Export Control: Include when software or technical data may be subject to export control regulations
6. Development Restrictions: Include when receiving party may be developing similar software to prevent claims of unauthorized use
7. Escrow Provisions: Include when source code or other critical materials need to be placed in escrow
8. Insurance Requirements: Include when requiring specific insurance coverage for high-value confidential information
1. Schedule 1 - Description of Confidential Information: Detailed list of specific software components, documentation, and materials covered by the NDA
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific technical and organizational security measures required
4. Schedule 4 - Destruction Procedures: Detailed procedures for secure destruction of digital confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for employees/contractors who will access the information
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