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Common Use Agreement Template for Malaysia

A Common Use Agreement under Malaysian law is a standardized contractual document designed for regular business transactions and relationships. It incorporates essential elements required by Malaysian contract law, including the Contracts Act 1950 and other relevant legislation. The agreement provides a comprehensive framework for establishing rights, obligations, and terms between parties while maintaining flexibility to accommodate various business contexts. It includes provisions for confidentiality, liability, dispute resolution, and termination, all tailored to comply with Malaysian legal requirements and business practices.

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What is a Common Use Agreement?

The Common Use Agreement serves as a versatile legal instrument within the Malaysian legal framework, designed to facilitate recurring business relationships and transactions. This document type is particularly valuable when parties need a standardized yet adaptable agreement that can be used repeatedly for similar business arrangements. It incorporates all essential elements required under Malaysian law, including compliance with the Contracts Act 1950, while maintaining flexibility to accommodate various commercial scenarios. The agreement is structured to include core provisions such as scope of services, payment terms, confidentiality, and dispute resolution, making it suitable for both business-to-business and business-to-consumer relationships. Common Use Agreements are particularly useful for companies engaging in regular transactions that require consistent terms while allowing for specific modifications based on particular circumstances.

What sections should be included in a Common Use Agreement?

1. Parties: Identifies and provides full details of all contracting parties, including registration numbers for companies

2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships between the parties

3. Definitions: Defines key terms used throughout the agreement to ensure consistent interpretation

4. Scope of Agreement: Clearly outlines what is covered under the agreement and any specific limitations

5. Rights and Obligations: Details the core rights and obligations of each party under the agreement

6. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated

7. Payment Terms: Outlines fees, payment schedules, and payment methods if applicable

8. Confidentiality: Establishes obligations regarding confidential information shared between parties

9. Liability and Indemnity: Sets out the extent of parties' liability and indemnification obligations

10. Force Majeure: Addresses circumstances beyond parties' control that may affect performance

11. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and establishes jurisdiction for disputes

12. General Provisions: Including notice requirements, entire agreement clause, and amendment procedures

What sections are optional to include in a Common Use Agreement?

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

2. Data Protection: Required when personal data processing is involved, ensuring compliance with PDPA 2010

3. Insurance: Include when specific insurance coverage is required from either party

4. Service Levels: Add when the agreement includes specific performance metrics or service standards

5. Assignment and Subcontracting: Include when parties need flexibility to transfer rights or engage third parties

6. Change Control: Required for agreements where scope or specifications may need future modification

7. Audit Rights: Include when one party needs rights to audit the other's compliance or performance

8. Anti-Corruption: Add when compliance with anti-corruption laws needs specific emphasis

What schedules should be included in a Common Use Agreement?

1. Schedule 1 - Services Description: Detailed description of services or items covered under the agreement

2. Schedule 2 - Pricing and Payment Terms: Detailed breakdown of prices, fees, and payment structures

3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement criteria

4. Schedule 4 - Contact Details: Key contact persons and their details for both parties

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

6. Appendix A - Forms and Templates: Standard forms for ordering, reporting, or other operational processes

7. Appendix B - Policies and Procedures: Relevant operational policies and procedures to be followed

Authors

Alex Denne

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

Jurisdiction

Malaysia

Document Type

Use Agreement

Cost

Free to use

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