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Contractor Non Solicitation Agreement for Malaysia

Contractor Non Solicitation Agreement Template for Malaysia

A legally binding agreement under Malaysian law designed to protect a company's business interests by preventing contractors from soliciting the company's employees, clients, or customers for a specified period. The agreement establishes clear restrictions on the contractor's activities post-engagement while ensuring compliance with Malaysian contract law principles and maintaining reasonable limitations in scope, duration, and geographical coverage. It includes specific provisions for enforcement and remedies in case of breach, aligned with Malaysian legal requirements and business practices.

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Contractor Non Solicitation Agreement

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What is a Contractor Non Solicitation Agreement?

The Contractor Non Solicitation Agreement is essential for businesses operating in Malaysia that engage independent contractors who may develop relationships with employees, clients, or customers during their engagement. This document becomes particularly important in situations where contractors gain access to sensitive business relationships or internal personnel information. It should be implemented in compliance with Malaysian contract law, ensuring reasonable restrictions while protecting legitimate business interests. The agreement typically includes specific provisions about the scope of non-solicitation, duration of restrictions, and geographical limitations, along with clear definitions of prohibited activities and consequences of breach. It's particularly relevant in today's dynamic business environment where contractor relationships are increasingly common across various industries in Malaysia.

What sections should be included in a Contractor Non Solicitation Agreement?

1. Parties: Identifies and defines the contracting parties - typically the company and the contractor

2. Background: Sets out the context of the agreement and the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Restricted Period', 'Restricted Persons', etc.

4. Scope of Non-Solicitation: Detailed provisions outlining what activities are prohibited, including client/customer non-solicitation and employee non-solicitation

5. Duration of Restrictions: Specifies the time period during which the non-solicitation obligations will apply

6. Geographic Scope: Defines the geographical areas where the restrictions apply

7. Acknowledgments: Contractor's acknowledgment that the restrictions are reasonable and necessary

8. Exceptions: Permitted activities that do not constitute breach of the non-solicitation obligations

9. Breach and Remedies: Consequences of breaching the agreement and available remedies

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

11. General Provisions: Standard contractual provisions including severability, entire agreement, and amendments

What sections are optional to include in a Contractor Non Solicitation Agreement?

1. Consideration: Required if separate consideration is being provided for the non-solicitation obligations

2. Confidentiality Obligations: Include if confidentiality provisions are not covered in a separate agreement

3. Non-Competition: Optional additional restrictions on competitive activities, if appropriate and enforceable

4. Assignment: Include if either party needs the right to assign the agreement to another entity

5. Survival: Include if certain obligations need to survive termination of the main contractor agreement

6. Alternative Dispute Resolution: Include if parties wish to mandate mediation or arbitration before litigation

7. Notice Provisions: Include detailed notice requirements if formal communications are expected

What schedules should be included in a Contractor Non Solicitation Agreement?

1. Schedule 1 - Restricted Clients/Customers: List of specific clients or customers covered by the non-solicitation provisions

2. Schedule 2 - Restricted Employees: Categories or list of employees covered by the non-solicitation provisions

3. Schedule 3 - Territorial Scope: Detailed description of geographical areas where restrictions apply

4. Appendix A - Acknowledgment Form: Form for periodic acknowledgment of ongoing compliance with restrictions

5. Appendix B - Exit Procedures: Procedures to be followed at the end of the contractor relationship

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 | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Cost

Free to use
Relevant legal definitions























Clauses
























Relevant Industries

Technology

Professional Services

Consulting

Financial Services

Healthcare

Manufacturing

Construction

Education

Telecommunications

Business Process Outsourcing

Marketing and Advertising

Software Development

Relevant Teams

Human Resources

Legal

Procurement

Operations

Executive Leadership

Talent Acquisition

Contract Administration

Compliance

Business Development

Relevant Roles

Human Resources Director

Legal Counsel

Procurement Manager

Project Manager

Business Development Manager

Operations Director

Chief Executive Officer

Managing Director

Contractor Manager

Vendor Relations Manager

Chief Legal Officer

Talent Acquisition Manager

Contract Administrator

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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