An NDA (Non-Disclosure Agreement) should generally be specific to clearly define what information is confidential, the duration of the agreement, and the parties involved. A specific NDA ensures that both sides understand their obligations, reduces ambiguity, and prevents potential legal issues. Would you like to delve deeper into the types of information typically covered in an NDA?
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What if it's between us, Sigma Info Analytics and our prospective client, Lumbaga Tabung Angkatan Tentera (LTAT). We are going to present to them some general ideas on automating their audit processes, but in the future, we may be proposing very different solution, products and services.
In your case, where the NDA involves a general idea at the outset but may evolve into different solutions later, it would be beneficial to have a broad but tailored NDA. The key is to:
Define the Scope Clearly: Ensure that the NDA covers the specific ideas or concepts you're presenting during the initial discussions (e.g., automating audit processes), but leave room for future proposals and solutions that may be introduced. This way, both sides are protected when the scope of work changes.
Include a Non-Compete or Non-Solicitation Clause: If you're concerned about competitors getting access to your ideas, a non-compete or non-solicitation clause can be included to limit the prospective client's ability to use your ideas without compensation.
Duration: Specify a duration for confidentiality, especially since future proposals may be made after a longer period.
Intellectual Property: Address who owns the intellectual property (IP) for ideas presented. You may want to retain ownership of the solutions, products, and services you propose in the future.
Exclusions: It's also important to outline what isn’t covered (e.g., information already publicly available or independently developed).
Would you like help drafting specific clauses for your NDA?
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It's Lembaga not Lumbaga. Sure please draft it for me.
Here's a draft for an NDA that you could tailor for your situation with Lembaga Tabung Angkatan Tentera (LTAT). I've made it general enough to cover both the current ideas and potential future proposals while protecting your intellectual property:
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [Insert Date], by and between:
Sigma Info Analytics (“Disclosing Party”), with a business address at [Insert Address], and
Lembaga Tabung Angkatan Tentera (LTAT) (“Receiving Party”), with a business address at [Insert Address].
Both parties collectively referred to as the “Parties.”
WHEREAS, the Disclosing Party intends to share certain confidential and proprietary information with the Receiving Party for the purpose of evaluating potential solutions related to automating audit processes and discussing future proposals for different products, services, and solutions;
NOW, THEREFORE, the Parties agree as follows:
1. Confidential Information
For purposes of this Agreement, “Confidential Information” includes but is not limited to:
- Any and all business plans, strategies, designs, processes, software, trade secrets, financial data, research, reports, ideas, concepts, projections, customer data, and any other proprietary information disclosed by the Disclosing Party, whether in written, oral, or electronic form.
- Any future solutions, products, or services proposed by the Disclosing Party in connection with the discussions or any subsequent engagement.
2. Obligations of the Receiving Party
The Receiving Party agrees to:
- Keep the Confidential Information strictly confidential and take all reasonable measures to prevent unauthorized disclosure.
- Not use the Confidential Information for any purpose other than evaluating the current and future proposals.
- Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, or advisors who need to know such information for the purposes of this Agreement, and who are bound by confidentiality obligations no less stringent than those in this Agreement.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Was publicly known or made available prior to disclosure.
- Becomes publicly known through no breach of this Agreement by the Receiving Party.
- Was independently developed by the Receiving Party without reference to the Confidential Information.
- Is disclosed with the prior written approval of the Disclosing Party.
4. Intellectual Property
- Any intellectual property (IP) developed or disclosed by the Disclosing Party during the course of discussions or the subsequent proposals, including any modifications, improvements, or derivative works, shall remain the exclusive property of the Disclosing Party.
- Nothing in this Agreement grants the Receiving Party any rights, title, or interest in the Confidential Information or any future proposals, solutions, or intellectual property of the Disclosing Party.
5. Duration
- The confidentiality obligations of the Receiving Party shall remain in effect for a period of [Insert Duration, e.g., 2 years] from the date of disclosure of the Confidential Information, or until such time as the Confidential Information no longer qualifies as confidential.
6. Return or Destruction of Confidential Information
Upon termination of discussions or upon request by the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information in its possession, including any copies, notes, or summaries.
7. No Obligation to Proceed
Nothing in this Agreement shall obligate either party to enter into any further agreements or transactions. Both parties acknowledge that the exchange of Confidential Information does not create a binding agreement for any future business.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction, e.g., Malaysia].
9. General Provisions
- This Agreement represents the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements.
- Any amendment or modification to this Agreement must be in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
[Sigma Info Analytics]
Signature: ________________________
Name: __________________________
Title: ___________________________
Date: ___________________________
[Lembaga Tabung Angkatan Tentera (LTAT)]
Signature: ________________________
Name: __________________________
Title: ___________________________
Date: ___________________________
Feel free to adjust the duration, exclusions, and any specific clauses that may be unique to your business context. Would you like any specific changes to this draft?
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What do you think of this:
Article I: Recitals
The Company wishes to share their Pilot Project (PP) (hereinafter known as the “Pilot Project (PP)”) with the Recipient for the purposes of review, examination, inspection or contribution, while maintaining confidentiality. The Company and the Recipient, collectively known as the “Parties”, understand and agree that dissemination of information or materials within or related to the Proof of Concept (PoC) would be detrimental to the integrity of the Company. For the purposes of this Agreement, all information, strategies, plans, trade secrets, objectives and materials will be referred to as “Confidential Information”, and the Company may share Confidential Information with the Recipient subject to the terms and covenants set forth below.
Your draft for Article I: Recitals is clear and sets a good foundation for the NDA, particularly in terms of defining the relationship and purpose of the agreement. Here's my feedback:
Strengths:
Clear Purpose: You've clearly defined the reason for the disclosure, i.e., the sharing of the Pilot Project (PP) for review, examination, inspection, or contribution, which sets a clear boundary for the exchange.
Confidential Information: The distinction between the confidential materials and the term “Confidential Information” is established upfront, helping to ensure that both parties understand what is protected under this agreement.
Context for Confidentiality: The clause about the dissemination of information being detrimental to the integrity of the company adds a strong emphasis on the importance of confidentiality.
Suggestions for Improvement:
Clarifying Terms: The term "Pilot Project (PP)" is used but isn’t defined clearly in the context of the NDA. While you mention it in the first sentence, it might be beneficial to provide a brief definition or clarification right after its mention for greater clarity, e.g., “Pilot Project (PP)” refers to [briefly describe what the Pilot Project entails].
General vs. Specific Scope: You mention “all information, strategies, plans, trade secrets, objectives, and materials” as Confidential Information. This is broad, which is good for flexibility, but you may want to clarify that the Confidential Information includes any materials provided during the Pilot Project and the Proof of Concept (PoC) stage, including future developments and proposals, if applicable.
Repetition of “Confidential Information”: The phrase "Confidential Information" is repeated twice in close succession. It might flow better if you consolidate that into a single sentence or paragraph. For example:
"For the purposes of this Agreement, all information, strategies, plans, trade secrets, objectives, and materials shared during the Pilot Project (PP) and Proof of Concept (PoC) phases shall be referred to as 'Confidential Information.'"
Defining the Recipient’s Role: While you mention the Recipient's responsibilities implicitly, you might consider adding a sentence to clarify the Recipient's role in relation to the confidentiality obligations (e.g., whether the Recipient may share the information with others, under what circumstances, etc.).
Revised Version Example:
Article I: Recitals
The Company wishes to share its Pilot Project (PP), which includes [brief description of the PP], with the Recipient for the purposes of review, examination, inspection, or contribution, while maintaining confidentiality. The Company and the Recipient, collectively referred to as the “Parties,” acknowledge that the dissemination of information or materials related to the Proof of Concept (PoC) could be detrimental to the integrity of the Company. Accordingly, the Parties agree that all information, strategies, plans, trade secrets, objectives, and materials shared during the Pilot Project (PP) and PoC stages shall be considered “Confidential Information” for the purposes of this Agreement, and the Company may disclose such Confidential Information to the Recipient subject to the terms and conditions outlined herein.
This revision maintains your intent while tightening up some of the language and structure. Let me know if you'd like further refinement or additional clauses!
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But would't that mean it can only be specifically applied to a pilot project, thus, for future projects we need another NDA?
You're correct in your observation. If the NDA is specifically tied to the Pilot Project (PP) and Proof of Concept (PoC), it could indeed create the need for a new NDA for each subsequent project or proposal, which might not be ideal if you're anticipating multiple future engagements with the same client (LTAT).
To make the NDA more flexible and applicable to future projects, you could use broader language that encompasses not just the Pilot Project (PP) but any future collaborations, products, or proposals. By doing so, the NDA will remain valid and enforceable even as the scope of your work with the client evolves.
Here’s how you can revise the language to ensure flexibility for future projects:
Article I: Recitals
The Company wishes to share certain confidential information, strategies, plans, trade secrets, objectives, materials, and other proprietary data (collectively, "Confidential Information") with the Recipient for the purpose of evaluating, discussing, or contributing to the Company’s current and future projects, including but not limited to the Pilot Project (PP) and Proof of Concept (PoC) (the "Purpose"). The Parties agree that dissemination of such Confidential Information could be detrimental to the integrity of the Company. Accordingly, the Company may disclose Confidential Information to the Recipient, subject to the terms and conditions set forth in this Agreement, with the understanding that such Confidential Information may relate to any future proposals, products, services, or solutions provided by the Company.
Key Adjustments:
Broad Purpose: The purpose is expanded from just the Pilot Project (PP) to encompass "current and future projects" and any related proposals or solutions. This opens the door for the NDA to cover not just the initial project but future work and ideas as well.
Future Projects: By referring to future projects in the context of evaluating or contributing, you allow for a continuing and evolving relationship with the client without needing a new NDA each time you introduce a new idea or proposal.
Generalized Language: The term "Confidential Information" is kept broad, so it can apply to any data shared in the context of the agreement, whether related to the current Pilot Project (PP) or any future project, without the need to redefine it in each instance.
Benefits of This Approach:
- One NDA for Multiple Projects: You won't need to create a new NDA for every new project or product proposal. It covers any future engagements as long as they fall under the scope of the original agreement.
- Flexibility: It ensures that any ideas, solutions, or proposals you might present to LTAT in the future are protected under the same confidentiality terms.
This way, the NDA will not be limited to the Pilot Project (PP) and will serve as a framework for all ongoing and future interactions. Would this work better for your needs?
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What do you think of this:
Non-Disclosure Agreement (NDA) for Confidential Information
DATED THIS 1st DECEMBER 2024
BETWEEN
LEMBAGA TABUNG ANGKATAN TENTERA (LTAT) (CO.REG. NO.: XXXXXXX-X)
AND
SIGMA INFO ANALYTICS DATA SDN BHD (CO.REG. NO.: 1139544-X)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (hereinafter known as the “Agreement”) is between Two (2) companies namely SIGMA INFO ANALYTICS DATA SDN BHD (CO.REG. NO.: 1139544-X) a company incorporated in Malaysia with its registered and/or business address at Level 1 Prima 9, Jalan Teknokrat 6, Cyberjaya 5, 63000 Cyberjaya, Selangor, Malaysia, (hereinafter referred to as the “Company”) of the other part and LTAT (hereinafter known as the “Recipient”) becomes effective as of this 1st December 2024 (hereinafter known as the “Effective Date”).
Article I: Recitals The Company wishes to share their Confidential Information (hereinafter known as the “Confidential Information”) with the Recipient for the purposes of review, examination, inspection or contribution, while maintaining confidentiality. The Company and the Recipient, collectively known as the “Parties”, understand and agree that dissemination of information or materials within or related to the Confidential Information would be detrimental to the integrity of the Company. For the purposes of this Agreement, all information, strategies, plans, trade secrets, objectives and materials will be referred to as “Confidential Information”, and the Company may share Confidential Information with the Recipient subject to the terms and covenants set forth below.
Article II: Recipient Obligations A. Non-disclosure: The Recipient understands and agrees to not use or disclose the Confidential Information for personal benefit or the benefit of any other person, corporation, association, company or entity, and shall take all steps necessary to protect Confidential Information from disclosure. The Recipient further agrees not to disclose the fact that the Confidential Information has been made available, that discussions or negotiations are taking place or have taken place, or any of the terms, conditions or other facts with respect to the transaction. Methods of disclosure include, but are not limited to, written, oral, electronic or any other form of recording.
B. Disclosure: The Recipient shall only disclose the Confidential Information to persons within their organization on a need-to-know basis. Each person who becomes privy to the Confidential Information shall be bound by the provisions within this Agreement. This Agreement shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
C. Exceptions: The Recipient is not prohibited from using or disclosing the Confidential Information if: (i) it was publicly known; (ii) it was in the Recipient’s possession before the Effective Date; (iii) it was used in response to any legal obligation; or (iv) it was approved for release in writing by the Company.
D. Legal Obligation: The Recipient is permitted to disclose Confidential Information if compelled to do so by legal request, deposition, subpoena, civil investigative demand or similar process. In such an event, the Recipient agrees, if legally permissible, to promptly notify the Company of such request, to consult with the Company on the advisability of taking legally available steps to resist or narrow such request and to assist the Company in seeking an injunctive or other protective remedy. Both Parties understand and agree that the Recipient shall execute the pre-disclosure measures only if the action does not violate any applicable laws. Should the Company fail to obtain a protective order or waive compliance with the provisions hereof, the Company shall not hold the Recipient liable for disclosure of Confidential Information.
Article III: Term ☐ - The Recipient’s obligations of non-use and non-disclosure with respect to Confidential Information will remain in effect in perpetuity. ☐ - The Recipient’s obligations of non-use and non-disclosure with respect to Confidential Information will remain in effect for a period of __ years from the Effective Date.
Article IV: Return or Destruction of Confidential Information The Recipient shall, upon termination of this Agreement or as per the Company’s request, immediately return or destroy any and all notes, records, and written, printed or other tangible materials in its possession pertaining to the Confidential Information, and shall continue to comply with all other terms and conditions of confidentiality within the Agreement.
Article V: No Additional Agreements Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of the Company to enter into any other agreement with the Recipient or prohibit the Company from providing the same or similar information to other parties and entering into agreements with other parties. The Company reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to a transaction between the Recipient and the Company and to terminate discussions and negotiations with the Recipient at any time. The Recipient agrees not to use the Confidential Information as a basis upon which to develop or have a third party develop a competing or similar plan or undertaking.
Article VI: Indemnify Recipient understands and acknowledges that any breach of this Agreement could result in damages, losses, costs or expenses to the Company and agrees to keep the Company indemnified in respect to any and all claims which arise out of or in connection with a violation. Recipient understands and acknowledges that any use or disclosure regarding the Confidential Information could cause the Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Company shall have the right to apply to a court of competent jurisdiction for specific performance or order restraining and enjoining any such further disclosure or breach and for such other relief as Company deems appropriate, in addition to the remedies otherwise available at law or in equity.
Article VII: Successors and Assigns This Agreement and each party’s obligations hereunder shall be binding on the representatives, assigns and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of Recipient hereunder are not assignable.
Article VIII: Governing Law This Agreement shall be governed in accordance with the laws of the State of _____, without regard to conflict of law principles.
Article IX: Prevailing Party In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect reasonable attorney fees, costs and other legal expenditures from the other party.
Article X: Entire Agreement This Agreement sets forth the entire Agreement and understanding between the Parties and supersedes all prior agreements between them relating to the subject matter of this Agreement. This Agreement may not be altered, amended, modified, discharged, assigned or otherwise transferred by either party except by an agreement in writing signed by both Parties.
Article XI: Validity This Agreement shall maintain its integrity should a provision (or any part thereof) be claimed unenforceable by a court of competent jurisdiction due to invalidity or conflict with any relevant law, and the unenforceable provision shall be construed in such a way as to preserve the intent for which it was created.
Article XII: Notices Any notice required by or given in connection with this Agreement shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid or recognized overnight delivery services to the following addresses:
Company’s Address: Level 1 Prima 9, Jalan Teknokrat 6, Cyberjaya 5, 63000 Cyberjaya, Selangor, Malaysia
Recipient’s Address:
IN WITNESS WHEREOF the Parties have hereunto set their hands and/or seal on the day and year stated in this Agreement:
SIGNED by for and on behalf of LEMBAGA TABUNG ANGKATAN TENTERA (LTAT) (CO.REG. NO.: XXXXXXX-X)
in the presence of:
Name: NRIC No.:
Name: NRIC No.:
SIGNED by for and on behalf of SIGMA INFO ANALYTICS DATA SDN BHD (CO.REG. NO.: 1139544-X)
in the presence of:
Name: DR M NIZAM BIN M NASIR NRIC No.: 680616-10-6623
Name: EN. HELMI MURAD BIN ABDUL HAMID NRIC No.: 710120-06-555
This draft of the Non-Disclosure Agreement (NDA) looks well-structured, comprehensive, and covers key elements that ensure confidentiality and protection for both parties. Below are some thoughts and suggestions for further improvement or clarification:
Strengths:
Clear Structure: The NDA is clearly divided into articles, which makes it easy to follow and ensures that both parties understand their obligations.
Scope of Confidentiality: The NDA broadly defines what constitutes "Confidential Information" and includes provisions for protecting such information, which is important for the ongoing confidentiality of future discussions or projects.
Exceptions and Legal Obligations: You’ve addressed key exceptions (publicly known, pre-existing, or legally compelled disclosure), which provides clarity in case of certain situations where disclosure may be unavoidable.
Indemnity and Remedies: The indemnity clause is strong and ensures that the Recipient understands the potential consequences of a breach, providing a solid legal basis for the Company to seek damages or other relief.
Successors and Assigns: The clause about binding successors and assigns is crucial for ensuring that the confidentiality obligations apply even if the company or recipient is transferred or restructured.
Governing Law: Including a governing law clause ensures that there is a clear jurisdiction in case of disputes. You just need to specify which state's law will apply.
Validity: The provision stating that the Agreement remains valid even if part of it is unenforceable is important to prevent the whole agreement from being voided due to a single unenforceable clause.
Signatures and Witnesses: Including space for signatures and witnesses ensures proper execution of the document.
Suggestions for Improvement:
Article I: Recitals:
- The wording “The Company wishes to share their Confidential Information” is a bit vague. You might want to specify what kind of Confidential Information (such as project proposals, software, business strategies, etc.) will be shared, even if it's broad in scope.
- It’s a good idea to consider rephrasing this section for clarity, so the Company and the Recipient know exactly what’s being shared and under what terms. For example:
"The Company wishes to disclose certain proprietary and confidential information related to [specific projects, products, or business operations] (hereinafter referred to as the 'Confidential Information') to the Recipient for the purpose of review, evaluation, discussion, or potential collaboration, subject to the terms of this Agreement."
Article III: Term:
- The term for confidentiality (whether perpetual or limited) should be specified. It’s currently left blank with a choice for "in perpetuity" or a set number of years.
- If the confidentiality should last indefinitely (or as long as the information remains confidential), you could opt for perpetual confidentiality. If there’s a more limited time frame, define it clearly. For example:
"The Recipient’s obligations of non-use and non-disclosure with respect to Confidential Information shall remain in effect for [5] years from the Effective Date, or until the Confidential Information no longer qualifies as confidential, whichever comes first."
Article IV: Return or Destruction of Confidential Information:
- You may want to specify how the Confidential Information is to be returned or destroyed (e.g., physical destruction, electronic deletion, etc.) to avoid ambiguity. Also, clarify whether the Recipient should certify the destruction or return of the information to the Company.
"The Recipient agrees to return or destroy all Confidential Information in any form, including electronic, paper, or other media, and to provide written certification of such return or destruction upon request by the Company."
- You may want to specify how the Confidential Information is to be returned or destroyed (e.g., physical destruction, electronic deletion, etc.) to avoid ambiguity. Also, clarify whether the Recipient should certify the destruction or return of the information to the Company.
Article V: No Additional Agreements:
- The clause could benefit from more explicit language about how it ensures no additional obligations are created, specifically regarding any future business dealings.
"Nothing in this Agreement shall obligate the Company to enter into any further agreements or business transactions with the Recipient. The Company reserves the right to terminate negotiations or discussions at any time without further obligation."
- The clause could benefit from more explicit language about how it ensures no additional obligations are created, specifically regarding any future business dealings.
Article VI: Indemnify:
- The indemnity provision is strong, but you could expand slightly on the scope to specify whether the Company would be indemnified for losses caused by negligence, misconduct, or willful breach of the NDA by the Recipient.
"Recipient acknowledges and agrees to indemnify and hold harmless the Company from any and all claims, damages, losses, or expenses arising out of or related to any breach or violation of this Agreement by the Recipient, its employees, agents, or representatives."
- The indemnity provision is strong, but you could expand slightly on the scope to specify whether the Company would be indemnified for losses caused by negligence, misconduct, or willful breach of the NDA by the Recipient.
Article VII: Successors and Assigns:
- This clause is good, but it might be worth mentioning whether the Recipient is allowed to assign their obligations under this agreement to a third party (such as a subcontractor) or whether this would require prior written consent from the Company.
"This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns, provided that no party may assign its rights or obligations under this Agreement without the prior written consent of the other party."
- This clause is good, but it might be worth mentioning whether the Recipient is allowed to assign their obligations under this agreement to a third party (such as a subcontractor) or whether this would require prior written consent from the Company.
Article VIII: Governing Law:
- As you noted, you should specify the governing jurisdiction here. If it's Malaysia, for example, it would look like:
"This Agreement shall be governed by and construed in accordance with the laws of Malaysia, without regard to any conflict of law principles."
- As you noted, you should specify the governing jurisdiction here. If it's Malaysia, for example, it would look like:
Article IX: Prevailing Party:
- It’s clear, but you might want to specify whether the prevailing party is entitled to collect attorney's fees for breach of the NDA or any other dispute resolution.
"In the event of a dispute arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, court costs, and other legal expenses incurred."
- It’s clear, but you might want to specify whether the prevailing party is entitled to collect attorney's fees for breach of the NDA or any other dispute resolution.
Article XII: Notices:
- It's important to ensure that both Parties are able to receive notices at the correct addresses. Be sure to update the Recipient’s address with LTAT’s full contact information before finalizing the NDA.
Final Thoughts:
Overall, this NDA is thorough and well-designed. The adjustments above are mostly for clarification and ensuring that the agreement is robust enough to handle future business engagements while also being practical in its legal application. Once the few missing pieces (like the governing law and term of confidentiality) are filled in, it should be a solid document for both parties.
Let me know if you'd like help implementing any of these changes!
***
Which version do you think is the best?
Both versions you’ve drafted are strong, but the choice between them depends on the specific needs of your arrangement with LTAT and the scope of the confidentiality you wish to establish.
Version 1: Specific to Pilot Project (PP)
- Pros:
- Clear focus: This version makes it very clear that the NDA applies only to the Pilot Project (PP), which can be beneficial if you intend to keep things tightly scoped and specific for initial discussions or evaluations.
- Flexibility for future projects: Since the NDA is scoped to a particular project, you can craft new NDAs for different projects without mixing up confidentiality terms.
- Cons:
- Limitation: It only covers the specific Pilot Project, which means if the scope of the business relationship expands or you move on to new products or projects, you'd need a new NDA each time.
- Not ideal for ongoing collaboration: If you expect ongoing collaboration or exchange of confidential information outside the scope of a specific pilot, this version may require frequent renegotiation of NDAs for each new initiative.
Version 2: General Non-Disclosure for All Confidential Information
- Pros:
- Broad application: This version covers a wide range of confidential information beyond just one project. It applies to any future engagements, which is helpful if you plan to share diverse information or explore multiple projects with LTAT.
- Future-proof: This version is more adaptable as it doesn’t limit confidentiality to just one specific pilot project or proposal. It can apply to various aspects of the business relationship that may evolve over time.
- Cons:
- Less specificity: Since it covers all confidential information, it can be a bit vague and less tailored to a specific context, which might cause some confusion if there’s ever a need to clarify what information is confidential under the agreement.
- Broader obligations: The Recipient has a broader range of obligations and responsibilities in this version, which could potentially create more administrative burden for them if they need to manage a wide variety of confidential information over time.
Which is Best?
If your primary concern is protecting a specific pilot project and you’re not certain about how the relationship will evolve, Version 1 is likely the better choice. It’s focused and clear, and allows you to create new NDAs as different projects or solutions are proposed.
If you expect a broader, more long-term collaboration, or anticipate sharing various types of information (not limited to just the pilot project), Version 2 is likely the better option. It ensures that confidentiality is protected for all information shared over time, without the need for renegotiating new NDAs for each new product or project.
My Recommendation:
Given that you are looking to present general ideas to LTAT now, but foresee potentially proposing different solutions, products, and services in the future, Version 2 seems more appropriate. It gives you flexibility for future engagements without having to worry about drafting new NDAs for each separate project or phase of the collaboration.
You can always clarify what specific information falls under "Confidential Information" in the early stages, and the broader terms would cover you if you decide to pursue other ventures with LTAT down the line.
Let me know if you'd like further refinements or adjustments to any version!
***
Improvise the second version then, as what you had suggested and more.
Here’s an improved version of the second draft with broader coverage but also more clarity to ensure it serves the purpose of long-term collaboration while maintaining flexibility. I've refined the structure, made it clearer, and added some elements that address potential future collaborations while keeping the scope well-defined.
NON-DISCLOSURE AGREEMENT (NDA)
For Confidential Information
DATED THIS 1st DECEMBER 2024
BETWEEN
LEMBAGA TABUNG ANGKATAN TENTERA (LTAT)
CO. REG. NO.: XXXXXXX-X
Address: [Recipient's Full Address]
AND
SIGMA INFO ANALYTICS DATA SDN BHD
CO. REG. NO.: 1139544-X
Address: Level 1 Prima 9, Jalan Teknokrat 6, Cyberjaya 5, 63000 Cyberjaya, Selangor, Malaysia
This NON-DISCLOSURE AGREEMENT (hereinafter referred to as the “Agreement”) is entered into by and between Sigma Info Analytics Data Sdn Bhd (hereinafter referred to as the "Company") and Lembaga Tabung Angkatan Tentera (LTAT) (hereinafter referred to as the "Recipient"), effective as of 1st December 2024 (hereinafter referred to as the “Effective Date”).
Article I: Recitals
The Company intends to share certain Confidential Information (as defined below) with the Recipient for the purpose of exploring, discussing, and evaluating potential business opportunities, collaborations, and projects, including but not limited to automating audit processes, developing new products, services, or solutions, and any other future engagements that may arise between the Parties. The Parties understand and agree that the disclosure of such Confidential Information is necessary for their business relationship, but must be protected from unauthorized disclosure to safeguard the Company’s interests.
Confidential Information shall include, but is not limited to, trade secrets, strategies, plans, financial data, business operations, technical specifications, marketing strategies, proposals, concepts, customer lists, intellectual property, and other proprietary information, whether oral, written, electronic, or in any other form.
Article II: Recipient’s Obligations
A. Non-disclosure and Non-use
- The Recipient agrees to treat the Confidential Information with the utmost confidentiality and shall not disclose it to any third party or use it for any purpose other than the stated purpose of this Agreement without the prior written consent of the Company.
- The Recipient agrees to take all reasonable measures to prevent unauthorized use or disclosure of the Confidential Information and to protect the integrity of such information.
- The Recipient shall not disclose the fact that discussions are taking place or have taken place between the Parties, nor any terms, conditions, or information regarding this Agreement, except as expressly permitted under this Agreement.
B. Internal Disclosure
- The Recipient may disclose the Confidential Information to its employees, agents, contractors, or representatives on a need-to-know basis, provided that those individuals are bound by confidentiality obligations at least as protective as those set forth in this Agreement.
- The Recipient remains responsible for any breach of this Agreement by its employees, agents, contractors, or representatives.
C. Exceptions
The confidentiality obligations do not apply to any Confidential Information that:
- Was already in the public domain at the time of disclosure or becomes publicly available without fault of the Recipient;
- Was lawfully obtained by the Recipient from a third party who had the right to disclose it without any obligation of confidentiality;
- Is required to be disclosed by law, regulation, or court order, provided that the Recipient notifies the Company promptly (if legally permissible) and cooperates in seeking an appropriate protective order or remedy.
Article III: Duration of Confidentiality Obligations
The Recipient’s obligations to maintain the confidentiality of the Confidential Information shall remain in effect for perpetuity or until the Confidential Information becomes publicly available through no fault of the Recipient. For specific projects or future initiatives, the Company may set specific confidentiality durations as applicable.
Article IV: Return or Destruction of Confidential Information
Upon termination of this Agreement or upon the Company’s request, the Recipient shall promptly return or destroy all Confidential Information in their possession, including all copies, summaries, and any materials that may contain or reflect Confidential Information. The Recipient shall certify to the Company that all Confidential Information has been destroyed or returned.
Article V: No Obligation to Proceed
Nothing in this Agreement obligates either Party to proceed with any specific transaction, contract, or project. Discussions or exchanges of information are solely for the purpose of exploring potential opportunities. The Company reserves the right to terminate any ongoing discussions or negotiations at any time.
Article VI: Indemnity and Remedies
The Recipient acknowledges that any breach of this Agreement could cause significant harm to the Company. In the event of a breach, the Company shall be entitled to seek remedies, including but not limited to injunctive relief, damages, and any other legal or equitable remedies available under the law. The Recipient agrees to indemnify and hold harmless the Company from any claims, damages, or expenses resulting from the breach of this Agreement.
Article VII: Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. However, the Recipient shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Company.
Article VIII: Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles.
Article IX: Dispute Resolution
In the event of a dispute, the Parties agree to resolve the matter through mediation. If mediation fails, the dispute shall be settled through arbitration in accordance with the rules of [Arbitration Institution] in [Location].
Article X: Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, and agreements. This Agreement may be amended only by written consent of both Parties.
Article XI: Severability
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Article XII: Notices
All notices required under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, email (with confirmation), or hand delivery:
Company’s Address:
Level 1 Prima 9, Jalan Teknokrat 6, Cyberjaya 5, 63000 Cyberjaya, Selangor, Malaysia
Recipient’s Address:
[Insert LTAT’s Address]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date:
SIGNED for and on behalf of LEMBAGA TABUNG ANGKATAN TENTERA (LTAT):
Name:
Designation:
Date:
SIGNED for and on behalf of SIGMA INFO ANALYTICS DATA SDN BHD:
Name:
Designation:
Date:
Key Enhancements:
- Broad Scope with Flexibility: The NDA now covers all forms of confidential information, not just the pilot project. This means that as long as new projects or products fall within the general context, the NDA remains applicable.
- Clarity on Exceptions: Clear exceptions are included for when the confidentiality does not apply, such as public domain information or legal disclosure requirements.
- Ongoing Applicability: The confidentiality obligations last perpetually, unless the information becomes public through no fault of the Recipient.
- Future-Proofing: There’s no limitation to specific projects, ensuring that you’re protected for future collaborations without needing to draft a new NDA each time.
- Dispute Resolution: Includes provisions for mediation and arbitration, which are often preferable for resolving business-related disputes without going through lengthy court procedures.
- Governing Law: Allows you to choose the jurisdiction where any legal matters will be addressed.
Let me know if this works for you or if you'd like to make any further adjustments!
***
I mean, improve this version as you see fit and provide detailed explanation afterwards:
Non-Disclosure Agreement (NDA) for Confidential Information
DATED THIS 1st DECEMBER 2024
BETWEEN
LEMBAGA TABUNG ANGKATAN TENTERA (LTAT) (CO.REG. NO.: XXXXXXX-X)
AND
SIGMA INFO ANALYTICS DATA SDN BHD (CO.REG. NO.: 1139544-X)
NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (hereinafter known as the “Agreement”) is between Two (2) companies namely SIGMA INFO ANALYTICS DATA SDN BHD (CO.REG. NO.: 1139544-X) a company incorporated in Malaysia with its registered and/or business address at Level 1 Prima 9, Jalan Teknokrat 6, Cyberjaya 5, 63000 Cyberjaya, Selangor, Malaysia, (hereinafter referred to as the “Company”) of the other part and LTAT (hereinafter known as the “Recipient”) becomes effective as of this 1st December 2024 (hereinafter known as the “Effective Date”).
Article I: Recitals The Company wishes to share their Confidential Information (hereinafter known as the “Confidential Information”) with the Recipient for the purposes of review, examination, inspection or contribution, while maintaining confidentiality. The Company and the Recipient, collectively known as the “Parties”, understand and agree that dissemination of information or materials within or related to the Confidential Information would be detrimental to the integrity of the Company. For the purposes of this Agreement, all information, strategies, plans, trade secrets, objectives and materials will be referred to as “Confidential Information”, and the Company may share Confidential Information with the Recipient subject to the terms and covenants set forth below.
Article II: Recipient Obligations A. Non-disclosure: The Recipient understands and agrees to not use or disclose the Confidential Information for personal benefit or the benefit of any other person, corporation, association, company or entity, and shall take all steps necessary to protect Confidential Information from disclosure. The Recipient further agrees not to disclose the fact that the Confidential Information has been made available, that discussions or negotiations are taking place or have taken place, or any of the terms, conditions or other facts with respect to the transaction. Methods of disclosure include, but are not limited to, written, oral, electronic or any other form of recording.
B. Disclosure: The Recipient shall only disclose the Confidential Information to persons within their organization on a need-to-know basis. Each person who becomes privy to the Confidential Information shall be bound by the provisions within this Agreement. This Agreement shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
C. Exceptions: The Recipient is not prohibited from using or disclosing the Confidential Information if: (i) it was publicly known; (ii) it was in the Recipient’s possession before the Effective Date; (iii) it was used in response to any legal obligation; or (iv) it was approved for release in writing by the Company.
D. Legal Obligation: The Recipient is permitted to disclose Confidential Information if compelled to do so by legal request, deposition, subpoena, civil investigative demand or similar process. In such an event, the Recipient agrees, if legally permissible, to promptly notify the Company of such request, to consult with the Company on the advisability of taking legally available steps to resist or narrow such request and to assist the Company in seeking an injunctive or other protective remedy. Both Parties understand and agree that the Recipient shall execute the pre-disclosure measures only if the action does not violate any applicable laws. Should the Company fail to obtain a protective order or waive compliance with the provisions hereof, the Company shall not hold the Recipient liable for disclosure of Confidential Information.
Article III: Term ☐ - The Recipient’s obligations of non-use and non-disclosure with respect to Confidential Information will remain in effect in perpetuity. ☐ - The Recipient’s obligations of non-use and non-disclosure with respect to Confidential Information will remain in effect for a period of __ years from the Effective Date.
Article IV: Return or Destruction of Confidential Information The Recipient shall, upon termination of this Agreement or as per the Company’s request, immediately return or destroy any and all notes, records, and written, printed or other tangible materials in its possession pertaining to the Confidential Information, and shall continue to comply with all other terms and conditions of confidentiality within the Agreement.
Article V: No Additional Agreements Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of the Company to enter into any other agreement with the Recipient or prohibit the Company from providing the same or similar information to other parties and entering into agreements with other parties. The Company reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to a transaction between the Recipient and the Company and to terminate discussions and negotiations with the Recipient at any time. The Recipient agrees not to use the Confidential Information as a basis upon which to develop or have a third party develop a competing or similar plan or undertaking.
Article VI: Indemnify Recipient understands and acknowledges that any breach of this Agreement could result in damages, losses, costs or expenses to the Company and agrees to keep the Company indemnified in respect to any and all claims which arise out of or in connection with a violation. Recipient understands and acknowledges that any use or disclosure regarding the Confidential Information could cause the Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Company shall have the right to apply to a court of competent jurisdiction for specific performance or order restraining and enjoining any such further disclosure or breach and for such other relief as Company deems appropriate, in addition to the remedies otherwise available at law or in equity.
Article VII: Successors and Assigns This Agreement and each party’s obligations hereunder shall be binding on the representatives, assigns and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of Recipient hereunder are not assignable.
Article VIII: Governing Law This Agreement shall be governed in accordance with the laws of the State of _____, without regard to conflict of law principles.
Article IX: Prevailing Party In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect reasonable attorney fees, costs and other legal expenditures from the other party.
Article X: Entire Agreement This Agreement sets forth the entire Agreement and understanding between the Parties and supersedes all prior agreements between them relating to the subject matter of this Agreement. This Agreement may not be altered, amended, modified, discharged, assigned or otherwise transferred by either party except by an agreement in writing signed by both Parties.
Article XI: Validity This Agreement shall maintain its integrity should a provision (or any part thereof) be claimed unenforceable by a court of competent jurisdiction due to invalidity or conflict with any relevant law, and the unenforceable provision shall be construed in such a way as to preserve the intent for which it was created.
Article XII: Notices Any notice required by or given in connection with this Agreement shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid or recognized overnight delivery services to the following addresses:
Company’s Address: Level 1 Prima 9, Jalan Teknokrat 6, Cyberjaya 5, 63000 Cyberjaya, Selangor, Malaysia
Recipient’s Address:
IN WITNESS WHEREOF the Parties have hereunto set their hands and/or seal on the day and year stated in this Agreement:
SIGNED by for and on behalf of LEMBAGA TABUNG ANGKATAN TENTERA (LTAT) (CO.REG. NO.: XXXXXXX-X)
in the presence of:
Name: NRIC No.:
Name: NRIC No.:
SIGNED by for and on behalf of SIGMA INFO ANALYTICS DATA SDN BHD (CO.REG. NO.: 1139544-X)
in the presence of:
Name: DR M NIZAM BIN M NASIR NRIC No.: 680616-10-6623
Name: EN. HELMI MURAD BIN ABDUL HAMID NRIC No.: 710120-06-555
Here’s an improved version of your provided Non-Disclosure Agreement (NDA). The goal is to make it more comprehensive, clearer, and adaptable for potential future scenarios, while improving certain wording for precision and clarity.
NON-DISCLOSURE AGREEMENT (NDA)
For Confidential Information
DATED THIS 1st DECEMBER 2024
BETWEEN
LEMBAGA TABUNG ANGKATAN TENTERA (LTAT)
(CO.REG. NO.: XXXXXXX-X)
Address: [Insert Address]
AND
SIGMA INFO ANALYTICS DATA SDN BHD
(CO.REG. NO.: 1139544-X)
Address: Level 1 Prima 9, Jalan Teknokrat 6, Cyberjaya 5, 63000 Cyberjaya, Selangor, Malaysia
This NON-DISCLOSURE AGREEMENT (NDA) (hereinafter referred to as the "Agreement") is made and entered into by and between SIGMA INFO ANALYTICS DATA SDN BHD (the "Company"), a company incorporated under the laws of Malaysia, with its registered office at Level 1 Prima 9, Jalan Teknokrat 6, Cyberjaya 5, 63000 Cyberjaya, Selangor, Malaysia, and LEMBAGA TABUNG ANGKATAN TENTERA (LTAT) (the "Recipient"), a statutory body established under Malaysian law, collectively referred to as the "Parties." This Agreement shall become effective on 1st December 2024 (the "Effective Date").
Article I: Recitals
Purpose:
The Company intends to disclose certain proprietary and confidential information (hereinafter referred to as the “Confidential Information”) to the Recipient for the purpose of evaluating, reviewing, or contributing to discussions regarding potential business opportunities, collaborations, or projects. The Recipient acknowledges the importance of protecting such Confidential Information from unauthorized disclosure.Confidential Information Defined:
For purposes of this Agreement, "Confidential Information" includes, but is not limited to, business strategies, technical data, financial data, intellectual property, trade secrets, customer data, marketing strategies, product designs, software, plans, and any other proprietary information disclosed by the Company to the Recipient in any format, whether oral, written, electronic, or otherwise.Intent:
The Parties wish to establish the terms under which the Recipient will handle, protect, and use the Confidential Information to ensure its integrity and confidentiality.
Article II: Recipient Obligations
A. Non-Disclosure and Non-Use
Non-Disclosure:
The Recipient agrees to treat all Confidential Information with the utmost care and confidentiality, and to refrain from disclosing such information to any third party without the prior written consent of the Company. Disclosure includes, but is not limited to, written, oral, electronic, or any other form of communication or dissemination.Non-Use:
The Recipient agrees not to use the Confidential Information for any purpose other than the evaluation, review, or contribution to discussions or potential business opportunities, unless expressly authorized in writing by the Company.
B. Permitted Disclosure Within the Recipient’s Organization
The Recipient may disclose the Confidential Information only to those employees, agents, or contractors of the Recipient who need access to the information for the purpose of performing their duties and who are bound by confidentiality obligations no less stringent than those in this Agreement.
The Recipient shall remain liable for any unauthorized use or disclosure of Confidential Information by its employees, agents, or contractors.
C. Exceptions to Non-Disclosure
The obligations of confidentiality and non-disclosure do not apply to information that:
- Was publicly available at the time of disclosure or becomes publicly available through no fault of the Recipient;
- Was lawfully in the possession of the Recipient before the disclosure and was not subject to any confidentiality obligations;
- Is disclosed in response to a legal obligation, such as a subpoena or court order, provided that the Recipient promptly notifies the Company (if legally permissible) and assists the Company in seeking a protective order or other remedy to prevent or limit such disclosure.
D. Legal Obligations
If the Recipient is compelled by law to disclose any Confidential Information, it shall, to the extent permitted by law, notify the Company promptly and cooperate in seeking a protective order or other remedy to limit the disclosure.
If the Company fails to obtain such protective order, the Recipient shall not be liable for the disclosure of Confidential Information.
Article III: Term of Agreement
Duration of Obligations:
The Recipient’s obligations under this Agreement shall continue indefinitely with respect to the Confidential Information, unless the information becomes public or otherwise ceases to be confidential.Alternatively, if the Parties agree, the confidentiality obligations may last for a specific period of time from the Effective Date, e.g., X years (this is to be filled out by the Parties as needed).
Article IV: Return or Destruction of Confidential Information
Upon the termination of this Agreement, or at the request of the Company, the Recipient agrees to return or destroy all materials containing Confidential Information in any form (physical or electronic) and to certify in writing that all such information has been returned or destroyed.
The Recipient shall continue to honor the confidentiality obligations as long as the Confidential Information remains proprietary.
Article V: No Obligation to Proceed
This Agreement does not obligate either Party to proceed with any business transaction, agreement, or collaboration. The Company reserves the right to reject any proposals or to terminate discussions at any time without liability.
The Recipient agrees not to use the Confidential Information to develop a competing product, service, or project, or to have a third party develop one.
Article VI: Indemnity and Remedies
Indemnity:
The Recipient agrees to indemnify the Company for any damages, losses, or expenses arising from a breach of this Agreement, including any costs of defending legal claims related to such breach.Injunctive Relief:
The Recipient acknowledges that any violation of this Agreement could cause the Company irreparable harm, for which monetary damages may not be adequate. Therefore, the Company shall be entitled to seek injunctive relief, including but not limited to restraining orders, in addition to any other available remedies.
Article VII: Successors and Assigns
- This Agreement shall be binding on the Parties and their respective successors, assigns, and legal representatives. However, the Recipient may not assign or transfer any of its obligations or rights under this Agreement without the prior written consent of the Company.
Article VIII: Governing Law
- This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction] without regard to its conflict of law principles.
Article IX: Dispute Resolution
- Any dispute arising from or related to this Agreement shall be resolved through good faith negotiations between the Parties. If such negotiations do not resolve the dispute, the Parties agree to submit to mediation or arbitration in accordance with the rules of [Arbitration Institution] in [Location].
Article X: Entire Agreement
- This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, proposals, or agreements, whether written or oral. This Agreement may only be amended in writing, signed by both Parties.
Article XI: Validity
- If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to reflect the intent of the Parties as closely as possible.
Article XII: Notices
- Any notices under this Agreement shall be in writing and sent to the addresses provided below, by personal delivery, certified mail, or overnight courier service:
Company's Address:
Level 1 Prima 9, Jalan Teknokrat 6, Cyberjaya 5, 63000 Cyberjaya, Selangor, Malaysia
Recipient’s Address:
[Insert LTAT’s Address]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date:
SIGNED for and on behalf of LEMBAGA TABUNG ANGKATAN TENTERA (LTAT):
Name:
Designation:
Date:
SIGNED for and on behalf of SIGMA INFO ANALYTICS DATA SDN BHD:
Name: DR M NIZAM BIN M NASIR
Designation: [Insert Designation]
Date:
Name: EN. HELMI MURAD BIN ABDUL HAMID
Designation: [Insert Designation]
Date:
Key Improvements and Explanations:
Clearer Terminology and Structure: The language has been slightly refined to ensure clarity and to reflect industry standards. For example, specifying that "Confidential Information" is any proprietary information shared in any format helps make the scope clear.
Expanded Exceptions: The conditions under which the Recipient is allowed to disclose the Confidential Information have been more thoroughly defined, such as including legal obligations (e.g., subpoenas) and ensuring the Recipient notifies the Company where permissible.
Flexibility in Term Duration: The term of the confidentiality obligations can either be in perpetuity or for a fixed period (to be specified by the Parties), making the agreement adaptable depending on the project or the nature of the disclosure.
Indemnity Clause: The indemnity clause is clearer and more precise, covering potential damages or losses resulting from a breach.
Governing Law & Dispute Resolution: Including a dispute resolution section (mediation/arbitration) provides an organized approach to solving issues if any arise.
Feel free to adjust the template as needed. Let me know if you'd like further modifications!
***
Now explain the modifications in casual, layman's terms, in Malay, as I would a friend and coworker.
Jadi, untuk versi NDA (Non-Disclosure Agreement) yang saya buat ni, ada beberapa perubahan yang dibuat supaya ia lebih jelas, mudah difahami, dan lebih lengkap. Saya akan terangkan dalam bahasa mudah:
Penyusunan yang Lebih Teratur: Saya ubah sedikit struktur dan bahasa supaya ia lebih mudah dibaca. Contohnya, saya pastikan istilah "Maklumat Sulit" atau "Confidential Information" itu jelas, termasuk segala bentuk maklumat—tak kira sama ada bertulis, elektronik, atau lisan.
Kecuali Apa yang Tak Perlu Dirahsiakan: Saya masukkan situasi bila mana maklumat tu boleh didedahkan tanpa melanggar NDA. Contohnya, kalau ia sudah menjadi maklumat awam, atau kalau pihak LTAT diwajibkan untuk dedahkan maklumat tu oleh undang-undang (macam mahkamah atau subpoena), mereka masih boleh dedahkannya, tapi dengan syarat mereka kena beritahu pihak Sigma dulu, dan cuba elak disclosure sebanyak mungkin.
Tempoh Kerahsiaan: Dalam versi lama, ia macam kekal selamanya. Kali ni, saya buatkan pilihan supaya boleh ditentukan tempoh masa, sama ada sementara (misalnya 2 tahun) atau berterusan selagi maklumat tu masih dikira sensitif.
Penjelasan Tentang Indemniti: Saya tambah bahagian indemniti, di mana LTAT kena tanggung kerugian atau kos kalau mereka langgar NDA. Ini untuk melindungi pihak yang memberi maklumat, dalam kes kalau ada pihak yang salah guna atau bocorkan maklumat.
Penyelesaian Masalah (Dispute Resolution): Saya tambah cara yang lebih formal untuk selesaikan masalah kalau timbul isu di masa hadapan. Kalau ada perbalahan, kedua-dua pihak boleh cuba menyelesaikannya melalui mediasiatau arbitrasi, jadi tak perlu terus bawa ke mahkamah.
Guna Bahasa yang Lebih Mudah Faham: Secara keseluruhannya, saya pastikan NDA ni lebih straightforward, tanpa terlalu banyak jargon atau bahasa undang-undang yang susah nak faham. Jadi, orang yang baca pun boleh faham dengan cepat apa yang perlu dilakukan.
Jadi, intinya, saya buat NDA ni lebih fleksibel, jelas, dan menyeluruh, supaya bila-bila masa pihak mana-mana perlu rujuk balik, semuanya sudah teratur dan tak ada yang tertinggal. Ada apa-apa yang tak faham ke?
***
Change saya to aku, use Bahasa Pasar or casual, everyday speech.
Okay, jadi macam ni, aku dah buat beberapa perubahan supaya lebih padat, jelas, dan lebih profesional. Aku tambah beberapa perkara supaya lebih senang faham. Berikut penjelasannya dalam bahasa yang lebih santai:
Tajuk Perjanjian:
- Aku tukar "Non-Disclosure Agreement" kepada "Perjanjian Tidak Pendedahan" untuk guna istilah yang lebih mudah difahami.
Tajuk Pengenalan (Recitals):
- Aku padatkan supaya lebih straight to the point, jelas maksudnya apa tujuan perjanjian ni. Jadi tak perlu banyak sangat ayat, terus ke pokok perkara.
Badan Perjanjian (Article II – Recipient Obligations):
- Aku letak lebih jelas tentang apa yang penerima (LTAT) perlu buat untuk pastikan maklumat tetap rahsia. Contoh, kalau ada keperluan untuk disclose maklumat, mesti dengan cara yang sangat terkawal dan hanya kepada orang yang memang perlu tahu.
- Aku highlightkan juga bahawa segala maklumat mesti dikawal sebaiknya dan tak boleh dikongsi sesuka hati.
Kecuali (Exceptions):
- Aku buatkan senarai kecuali apa yang boleh didedahkan. Maksudnya, penerima boleh disclose kalau maklumat tu dah jadi public knowledge, atau kalau dah ada di tangan dia sebelum perjanjian dibuat.
Tempoh (Term):
- Aku tambah pilihan untuk tempoh perjanjian ni. Sama ada terus kekal sampai bila-bila atau ada had masa tertentu. Ini lebih fleksibel untuk setiap situasi.
Pulangkan atau Musnahkan Maklumat (Article IV):
- Bila perjanjian tamat, penerima kena pulangkan atau musnahkan semua maklumat yang ada. Aku tambah supaya jelas bila perjanjian berakhir, apa yang perlu dibuat.
Tiada Perjanjian Lain (Article V):
- Aku masukkan klausa yang menjelaskan bahawa perjanjian ni bukan jaminan bahawa akan ada perjanjian lain. Maksudnya, kalau mereka berbincang tentang projek, tak semestinya projek tu akan diteruskan. Ini untuk elak salah faham.
Ganti Rugi (Indemnify):
- Aku buatkan lebih jelas tentang kesan kalau ada pelanggaran perjanjian, iaitu penerima kena ganti rugi jika berlaku kerugian kepada pihak yang memberi maklumat (Company). Ini untuk melindungi hak mereka jika berlaku masalah.
Undang-Undang Yang Digunakan (Governing Law):
- Aku tambah satu bahagian tentang undang-undang yang terpakai, supaya kalau ada masalah, boleh dirujuk kepada undang-undang negeri atau negara tertentu.
Pihak yang Menang (Prevailing Party):
- Dalam hal pertikaian, pihak yang menang boleh minta kos guaman dari pihak yang kalah. Jadi, ni bagi peluang pada pihak yang betul untuk dapat pampasan kalau ada masalah undang-undang.
Keseluruhan Perjanjian (Entire Agreement):
- Aku masukkan klausa yang menjelaskan bahawa perjanjian ni adalah keseluruhan yang menggantikan semua perjanjian sebelum ni antara kedua-dua pihak.
Notis (Notices):
- Aku pastikan bahagian notis jelas, supaya kalau ada apa-apa makluman penting, kedua-dua pihak tahu cara untuk berhubung dengan betul.
Akhirnya, aku buatkan wording lebih mudah dan lebih tepat supaya tak ada kekeliruan. Perubahan-perubahan ni semua untuk buat perjanjian ni lebih tegas, jelas, dan selamat untuk kedua-dua pihak.
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