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Employee Confidentiality Agreement

The Employee Confidential Disclosure Agreement establishes the terms under which an employee must protect the Company's confidential information during and after their employment. It defines 'Confidential Information' and outlines the employee's obligations regarding its use and disclosure, as well as the consequences of unauthorized use. The agreement is governed by Malaysian law and constitutes the entire understanding between the parties regarding confidentiality.

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28 views3 pages

Employee Confidentiality Agreement

The Employee Confidential Disclosure Agreement establishes the terms under which an employee must protect the Company's confidential information during and after their employment. It defines 'Confidential Information' and outlines the employee's obligations regarding its use and disclosure, as well as the consequences of unauthorized use. The agreement is governed by Malaysian law and constitutes the entire understanding between the parties regarding confidentiality.

Uploaded by

Angel John
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
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PRIVATE & CONFIDENTIAL

Our Ref: Mgt/company/NDA/2021

EMPLOYEE CONFIDENTIAL DISCLOSURE AGREEMENT


BY COMPANY

This EMPLOYEE CONFIDENTIAL DISCLOSURE AGREEMENT is made on Date


hereinafter known as the “Agreement”, is entered into

Between:

Name
IC
Address
(hereinafter referred to as "the Employee")
OF THE FIRST PART

-- and –

Company
(Company no: xxxxxxxx)
Address
(hereinafter referred to as "the Company")
OF THE SECOND PART

Article I: Scope of Agreement


This Agreement acknowledges that certain confidential information, trade secrets, and proprietary data (hereinafter defined
and referred to as “Confidential Information”) of or regarding the Company may be discussed between Employee and the
Company. The provisions set forth in this Agreement define the circumstances in which the employee shall not, at any time
during your employment, disclose to any person information as to the practices, dealings, affairs of the Company or any of
its business associates, with prior written approval from the Company. Both Parties agree that it is in their best interests to
protect the Company’s Confidential Information, and that the terms of this Agreement create a bond of trust and
confidentiality between them. In consideration of Employee’s commencement of employment, or continued employment
with the Company, the parties hereby agree that disclosures of Confidential Information to Employee shall be governed by
the following terms and conditions.

Article II: Confidential Information


A. Definitions. “Confidential Information” means any material, knowledge, information and data (verbal, electronic, written
or any other form) concerning the Company or its businesses not generally known to the public consisting of, but not limited
to, inventions, discoveries, plans, concepts, designs, blueprints, drawings, models, devices, equipment, apparatus, products,
prototypes, formulae, algorithms, techniques, research projects, computer programs, software, firmware, hardware,
business, development and marketing plans, merchandising systems, financial and pricing data, information concerning
shareholders, customers, suppliers, consultants and employees, and any other concepts, ideas or information involving or
related to the business which, if misused or disclosed, could adversely affect the Company’s business.

B. Exclusions. For the purposes of this Agreement, information shall not be deemed Confidential Information and the
Employee shall have no obligation to keep it confidential if:
(i) The information is known to the Employee, as evidenced by documentation in Employee’s possession;
(ii) The information is independently developed by Employee, provided Employee can show that such development was
accomplished without access to the Confidential Information;
(iii) The information was received from a third party not subject to the restrictions of this Agreement and made available to
Employee or becomes part of the public domain through no wrongful act or breach of Agreement on the Employee; or
(iv) The information is disclosed pursuant to any judicial or governmental request or order; provided that Employee takes
reasonable steps to give the Company sufficient prior notice so that it may contest or limit any such request or order.

C. Limitations of Use. Employee acknowledges that Confidential Information constitutes valuable trade secrets of the
Company and agrees to use the same degree of care, but no less than a reasonable degree of care, to protect against the
unauthorized disclosure of Confidential Information as it uses to protect its own Confidential Information. Employee agrees
to disclose Confidential Information only to its employees with a strictly need-to-know basis, involving only those who are
carrying out duties related to the Company and its businesses, and who are bound by obligations of confidentiality no less
restrictive than the terms of this Agreement.

D. Ownership. All repositories of information containing or in any way relating to Confidential Information is considered
property of the Company. The removal of Confidential Information from the Company’s premises is prohibited unless prior
written consent is provided by the Company. All such items made, compiled or used by the Employee shall be delivered to
the Company by Employee upon termination of employment or at any other time as per the Company’s request.

E. Period of Confidentiality. Employee agrees not to use or disclose Confidential Information for their own personal benefit
or the benefit of any other person, corporation or entity other than the Company during the Employee’s employment with
the company or any time thereafter. In the case of termination, all provisions of this Agreement shall survive for indefinite
period of years from the Effective Date, except for Article II, item (iii) of Section B and Article II, Section C.

F. Enforcement. Employee agrees that in the event of an unauthorized use of any Confidential Information, the Company
will not have an adequate remedy at law, and is entitled to injunctive relief.

Article III: Entire Agreement


A. Previous Agreements. This Agreement constitutes the entire agreement and the signing thereof by both Parties nullifies
any and all previous agreements made between Employer and Employee.

B. Modifications and Amendments. No modifications, amendments, changes or alterations can be made to the Agreement
unless in writing and signed by authorized representatives of both Parties.

C. Successors and Assigns. This Agreement shall be binding upon the successors, subsidiaries, assigns and corporations
controlling or controlled by the Parties. The Company may assign this Agreement to any party at any time, whereas Employee
is prohibited from assigning any of their rights or obligations in the Agreement without prior written consent from Company.

Article IV: Breach of Agreement


A. Indemnification. Employee understands and agrees that if the use or disclosure of Confidential Information by them or
any affiliate, employee or representative of the Employee causes damage, loss, cost or expense to the Company, the
Employee shall be held responsible and shall indemnify the Company.

B. Injunctive Relief. The Employee understands and agrees that the use or disclosure of Confidential Information could cause
the Company irreparable harm and the Company has the right to pursue legal action.

C. Notice of Unauthorized Use or Disclosure. Employee is bound by this Agreement to notify the Company in the event of a
breach of agreement involving the dissemination of Confidential Information, either by the Employee or a third party, and
will do everything possible to help the Company regain possession of the Confidential Information.

Article V: General
A. Assignment. This Agreement is not assignable or transferable by either party; any attempted assignment will be void and
without effect, unless such assignment is agreed to in writing by both parties.

B. No Other Rights. No license or transfer of intellectual property rights in any Confidential Information are provided
hereunder, either expressly or by implication, estoppels or otherwise.
C. No Agency. This Agreement does not create any agency or partnership relationship.

D. Choice of Law. This Agreement will be governed by and interpreted in accordance with the laws of Malaysia. Employee
agrees that any dispute regarding this Agreement is subject to the exclusive jurisdiction and venue of Malaysia.

E. Complete Agreement. This Agreement constitutes the complete agreement between the parties on the subject matter
identified herein. Any modifications to this Agreement must be made in writing and signed by both parties.

IN WITNESS WHEREOF, the Parties hereto agree to the terms of this Agreement and signed on the dates written below.

Authorized Signatory of the Company Employee

……………………………………………………….. ………………………………………………………..
Name Name:
HR MANAGER
COMPANY NRIC No.
Date:
Date:

Common questions

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Under the Confidential Disclosure Agreement, the employee is responsible for not disclosing any of the company's confidential information, defined as materials, knowledge, information, and data concerning the company, except with prior written approval. They must protect this information with at least the same level of care as they use for their own confidential information. They are to disclose this information only on a need-to-know basis to other employees bound by similar confidentiality obligations and must return all confidential information upon their employment's termination. The employee must also notify the company of any unauthorized use or disclosure and assist in regaining possession of the leaked information .

The company is permitted to assign the agreement to any party, indicating some flexibility in maintaining confidentiality obligations through changes in corporate structure or ownership. In contrast, the employee is prohibited from assigning their rights or obligations without the company’s prior written consent, ensuring that the company maintains control over confidentiality terms .

Any amendments to the Confidential Disclosure Agreement must be made in writing and signed by authorized representatives of both parties. The agreement constitutes the complete understanding between the parties regarding the subject matter, and no changes can be made to it without mutual consent .

If an employee breaches the Confidential Disclosure Agreement, the company is entitled to legal actions such as seeking injunctive relief to prevent further unauthorized use or disclosure of confidential information, as such acts are recognized to possibly cause irreparable harm to the company. Additionally, the employee can be held responsible for damages and required to indemnify the company for any resulting losses, costs, or expenses .

The Confidential Disclosure Agreement nullifies any and all previous agreements between the employee and the company regarding confidentiality. This ensures that all parties operate under a clear, unified understanding of the obligations concerning confidential information, without ambiguity or conflict from prior arrangements .

The agreement specifies that the employee must not use or disclose confidential information for their own or any third party’s benefit during their employment and indefinitely after termination, except under specific exclusion circumstances outlined in the agreement. This indefinite period underscores the perpetual nature of the confidentiality obligation .

An employee is not obligated to maintain confidentiality if the information: (i) is already known to them, (ii) is independently developed without access to confidential information, (iii) is received from a third party not bound by the agreement, (iv) becomes public domain through no wrongdoing, or (v) is required to be disclosed by a judicial or governmental order, provided the company is informed in advance to contest or limit the disclosure .

If an employee receives a judicial or governmental request to disclose confidential information, they are obliged to give prior notice to the company, allowing the company to contest or attempt to limit the scope of the disclosure request. This protocol helps to prevent unnecessary disclosure and protects the company’s interests by allowing it to respond to legal demands strategically .

An employee can legally justify the development of similar information without breaching the agreement if they can demonstrate that they independently developed the information without access to or use of the company’s confidential information. Proof of such independent development is critical to establish this as a valid legal justification under the agreement .

The Employee Confidential Disclosure Agreement specifies that no license or transfer of intellectual property rights in any confidential information is granted to the employee, either explicitly or implicitly, through estoppel or otherwise. This ensures that the ownership of any intellectual property remains with the company, and prevents any implied rights being assumed by the employee .

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