The Indemnity In Confidentiality Agreement is essential in business relationships where sensitive information needs to be shared while maintaining robust protection mechanisms. This document, governed by Malaysian law, is particularly relevant in scenarios involving technology transfers, joint ventures, mergers and acquisitions, or consulting arrangements where proprietary information must be protected. The agreement combines standard confidentiality provisions with specific indemnification clauses that provide financial recourse in case of breaches. It addresses both the prevention of unauthorized disclosure through detailed confidentiality obligations and the remediation process through indemnification provisions, making it suitable for high-stakes business transactions where significant intellectual property or trade secrets are involved.
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1. Parties: Identification of all parties to the agreement, including their full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Indemnified Parties', and 'Losses'
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
6. Indemnification: Specific indemnification obligations, including scope, process, and limitations
7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
10. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Security Measures: Specific technical and organizational measures required for protecting confidential information, particularly relevant for digital information
2. Intellectual Property Rights: Clarification of IP ownership and rights, necessary when confidential information includes IP
3. Insurance Requirements: Obligations to maintain specific insurance coverage for indemnification, relevant for high-value agreements
4. Dispute Resolution: Alternative dispute resolution procedures, useful for international agreements or when parties prefer arbitration
5. Representatives and Points of Contact: Designation of specific individuals responsible for managing confidential information, useful for complex organizations
6. Survival: Specific provisions that continue after termination, important when certain obligations should extend beyond the agreement term
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and responding to indemnification claims
5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by employees or third parties who will access confidential information
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