An Acquisition Confidentiality Agreement is a crucial preliminary document in any merger or acquisition process under Malaysian law. It is typically executed before detailed discussions or due diligence commence, when one party needs to share sensitive business information with another party for evaluation purposes. The agreement serves to protect proprietary information, trade secrets, customer data, and other confidential matters during the exploration of a potential transaction. It outlines specific obligations for handling sensitive information, includes provisions for data protection under Malaysian law, and establishes clear remedies for breach. This document is particularly important in Malaysia's business environment, where protection of trade secrets and confidential information relies heavily on contractual obligations and the proper documentation of parties' intentions.
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1. Parties: Identification of the disclosing party, receiving party, and any guarantors or related entities
2. Background: Context of the potential acquisition and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Transaction'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the potential acquisition
5. Confidentiality Obligations: Core obligations regarding the use, protection, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
7. Return or Destruction of Confidential Information: Requirements for handling confidential information if the transaction doesn't proceed
8. Duration of Obligations: Time period for which confidentiality obligations remain in effect
9. Remedies: Legal remedies available in case of breach, including injunctive relief
10. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Securities Laws Compliance: Specific provisions regarding insider trading and securities regulations, needed if either party is publicly listed
2. Non-Solicitation: Restrictions on soliciting employees or customers, included when talent retention is a concern
3. Standstill Provisions: Restrictions on acquiring shares or assets outside the proposed transaction, relevant for public companies
4. Data Protection Compliance: Specific provisions addressing PDPA requirements, needed if personal data is involved
5. Anti-Trust Compliance: Provisions ensuring compliance with competition laws, needed for larger transactions
6. Public Announcements: Controls on public statements about the potential transaction, important for sensitive or high-profile deals
1. Schedule 1 - Description of Proposed Transaction: Detailed description of the proposed acquisition or transaction being considered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may receive confidential information
3. Schedule 3 - Specific Categories of Confidential Information: Detailed listing of specific documents, data, or information considered confidential
4. Schedule 4 - Security Protocols: Specific procedures for handling and protecting confidential information
5. Schedule 5 - Form of Confidentiality Undertaking: Template undertaking to be signed by representatives who will access confidential information
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