Dear Amira,
The following some paragraphs may help you....
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on this day of 2001 BETWEEN XXX SDN BHD , a company incorporated in Malaysia and having its place of business at xxx( hereinafter referred to as "Employer") of the one part AND xx bin zz , IC No xxxxx-of No xxxxx (hereinafter referred to as "Employee") ( and collectively referred to as "the Parties").
WHEREAS :-
1. By a letter of appointment dated dd/mm/yy (hereinafter referred to as "Letter of Appointment"), Employer has offered employment to Employee to fill the position as _____________with effect from dd/mm/yy and Employee has accepted the offer of employment as ______________ upon the terms and conditions therein.
2. Pursuant to the acceptance of employment as ____________by Employee or any other subsequent positions as may be decided upon by Employer, Employee has agreed to enter into an agreement with Employer on the non-disclosure of information, specifications, drawings, data, documentations, pricings, trade other technical or business information, including but not limited to financial conditions, marketing strategies, know-how, suppliers, customers, operations and patent applications which Employer considers as "Confidential" (hereinafter referred to as "Confidential Information"), whether in written or oral form.
NOW IT IS HEREBY agreed between the Parties as follows :-
1.0 OBLIGATIONS OF EMPLOYEE
1.1 Employee agree and undertake to hold the Confidential Information absolutely secret and in the strictest confidence and not to at any time disclose or use or permit to be disclosed or used any of the Confidential Information for any purpose other than upon the instruction and direction of Employer.
1.2 Employee shall use his best efforts to limit dissemination of Confidential Information to other employees, officers and agents of Employer on a need to know basis or as directed by Employer, and not to disclose to any other person(s) or organisation(s) that has not signed a non-disclosure agreement with Employer specifically directed to Confidential Information (if Confidential Information is disclosed to those who have signed such non-disclosure agreement with Employer, Employee shall inform Employer prior to such disclosure and shall inform such person(s) or organisation(s) that the Confidential Information is confidential to Employer and that such Confidential Information is subject to the restrictions and obligations of such non-disclosure agreement between such person(s) or organisation(s) and Employer).
1.3 Employee undertakes to inform and advise those whom information is disclosed of Employee's obligations with respect to the Confidential Information and enforce compliance therewith.
1.4 Employee shall not reverse engineer, decompile, disassemble or decode any software or any portion thereof or derive any source code or algorithms therefrom or reproduce or copy any of the Confidential Information except as required for the purposes authorised by this Agreement and that upon request, all such Confidential Information in tangible form will be returned to Employer and all such information shall be erased from Employee's computer system(s) and written confirmation thereof provided to Employer.
1.5 Employee shall further undertake forthwith, upon request by Employer from time to time, to return all documents and other materials containing such Confidential Information or as directed by Employer, to destroy such documents and materials (and certify destruction thereof) containing Confidential Information.
2.0 LICENSE OR AUTHORITY
No license, rights or authority, whether express or implied, in the Confidential Information is granted by Employer to Employee to use the Confidential Information other than in the manner and to the extent authorised by this Agreement.
3.0 TERMINATION OF OBLIGATION OF CONFIDENTIALITY
Employee shall not be liable for the disclosure of any Confidential Information which :-
(a) was already in the public domain or which becomes so through no fault of the Employee;
(b) rightfully received from a third party without any obligation of confidentiality;
(c) is explicitly approved for release by written authorisation of Employer; and
(d) generally made available to third party by Employer without restriction on Employee.
4.0 TITLE
Title to or the right to possess the Confidential Information as between the Parties shall remain in the Employer.
5.0 NO REPRESENTATION
Employer makes no representation in respect to the Confidential Information and does not warrant any information furnished herewith, but shall furnish such in good faith to the best of its knowledge and ability. Without restricting the generality of the foregoing, Employer makes no representations or warranties, whether written or oral, statutory, express or implied with respect to the Confidential Information or any technical assistance which may be provided hereunder.
6.0 GENERAL
6.1 In the event of a breach or a threatened breach or intended breach of this Agreement by Employee, Employer in addition to any other rights and remedies available to it at law or in equity (except as otherwise limited by this Agreement), shall be entitled to injunctive relief, both preliminary and final, enjoining such breach or threatened or intended breach. Employer may terminate the employment of Employee without notice, indemnities and compensation if Employer considers a breach of the term(s) and conditions herein by the Employee and warrants a dismissal.
6.2 The failure of Employer to enforce any right resulting from breach of any provision of this Agreement shall not be deemed a waiver of any right relating to a subsequent breach of such provision or any other right hereunder.
6.3 Employee agrees to indemnify Employer against any loss, damage, cost or expense which it may suffer or incur by reason of any breach by Employee of the undertakings and obligations contained herein.
6.4 This Agreement is neither intended to nor shall it be construed as creating a joint venture, partnership or other form of business association between the Parties, nor an obligation to buy or sell products using or incorporating the Confidential Information, nor as creating an implied or express licence grant from either party to the other.
6.5 The obligation to protect the Confidential Information received by Employee prior to any termination, cancellation or expiration shall survive and continue for a period of ten (10) years after the termination, cancellation or expiration of this Agreement. This Agreement shall expire on the same date the Employee resigns as Manufacturing Technician (or any other position the Employee is holding at point of resignation) or the termination of his service by Employer.
6.6 Employee hereby undertakes not to engage in or be employed in any position with any organisation which is deemed to be a competitor engage in the development, research design, manufactures or otherwise of lithium polymer or plastics lithium ion batteries for a period of three (3) years from date of ceasation of employment.
6.7 This Agreement shall be governed by and interpreted in accordance with the laws of Malaysia and each party hereby submits to the jurisdiction of the Courts of Malaysia.
IN WITNESS WHEREOF the Parties hereto have hereunto caused this Agreement to be executed the day and year first above written.
Disclosing Party Receiving Party
By: __________________________ By: __________________________