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Software Non Disclosure Agreement for Malaysia

Software Non Disclosure Agreement Template for Malaysia

A comprehensive non-disclosure agreement specifically designed for software-related confidential information under Malaysian law. This document provides robust protection for software intellectual property, including source code, development methodologies, algorithms, and technical specifications. It incorporates requirements from Malaysian legislation including the Contracts Act 1950, Copyright Act 1987, and Digital Signature Act 1997, while addressing specific technical considerations for software protection. The agreement is structured to meet both local legal requirements and international best practices in software confidentiality protection.

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Software Non Disclosure Agreement

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What is a Software Non Disclosure Agreement?

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.

What sections should be included in a Software Non Disclosure Agreement?

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

What sections are optional to include in a Software Non Disclosure Agreement?

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

What schedules should be included in a Software Non Disclosure Agreement?

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

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

Sector

IP

Cost

Free to use
Relevant legal definitions



































Clauses





























Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare Technology

E-commerce

Manufacturing Technology

Educational Technology

Telecommunications

Digital Media

Cybersecurity

Cloud Services

Enterprise Software

Mobile Applications

Gaming Industry

Artificial Intelligence

Relevant Teams

Legal

Information Technology

Software Development

Information Security

Product Development

Research & Development

Solutions Architecture

Quality Assurance

Technical Operations

Business Development

Procurement

Enterprise Architecture

Development Operations

Digital Innovation

Relevant Roles

Chief Technology Officer

Software Development Manager

Legal Counsel

IT Director

Software Engineer

Product Manager

Solutions Architect

Business Development Manager

Project Manager

Information Security Officer

Systems Administrator

Technical Lead

Software Quality Assurance Manager

Technology Consultant

Procurement Manager

IP Rights Manager

Development Team Lead

Technical Account Manager

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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