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Non-Disclosure Agreement (NDA) – Confidentiality & Business Trust

Effective Date: January 1, 2025
Last Updated: January 1, 2025

  1. Introduction

    1. Net Onboard Sdn Bhd values confidentiality and business trust, ensuring that all proprietary and sensitive information shared between parties remains secure.
    2. This Non-Disclosure Agreement (NDA) governs the protection, use, and disclosure of confidential information exchanged between Net Onboard and:

      1. Employees, contractors, vendors, and service providers.
      2. Business partners, clients, and third-party stakeholders.
    3. This NDA is legally binding and ensures compliance with Malaysia’s Personal Data Protection Act (PDPA) 2010, the Companies Act 2016, and global data protection standards.
  2. Definition of Confidential Information

    1. Confidential Information Includes (but is not limited to):

      1. Business strategies, financial data, and proprietary technology.
      2. Software code, cloud architecture, and cybersecurity protocols.
      3. Customer databases, supplier lists, and pricing models.
      4. Trade secrets, research, and development (R&D) data.
    2. Exclusions from Confidential Information:

      1. Information that is publicly available without breach of this NDA.
      2. Data independently developed without reference to the disclosed materials.
      3. Information lawfully received from a third party without confidentiality obligations.
  3. Obligations of the Receiving Party

    1. Confidentiality Duty:

      1. The recipient must not disclose, distribute, or misuse confidential information without prior written approval.
      2. Information shall be used solely for the purpose agreed upon by both parties.
    2. Data Protection & Security Measures:

      1. The recipient must take all reasonable security precautions to prevent unauthorized access or data leaks.
      2. Access must be limited to authorized personnel on a need-to-know basis.
    3. Return & Destruction of Materials:

      1. Upon request or termination of the agreement, all confidential documents, electronic files, and copies must be returned or permanently destroyed.
  4. Permitted Disclosures & Legal Exceptions

    1. The recipient may disclose confidential information only:

      1. With prior written approval from Net Onboard.
      2. If required by law, court order, or regulatory compliance, provided that Net Onboard is notified in advance to seek protective measures.
  5. Term & Duration of Confidentiality

    1. This NDA remains in effect for the duration of the business relationship plus five (5) years after termination.
    2. For trade secrets, confidentiality obligations continue indefinitely unless otherwise stated by law.
  6. Breach of Agreement & Legal Consequences

    1. Violation of this NDA may result in:

      1. Termination of contracts, employment, or business relationships.
      2. Legal claims for damages, injunctions, or financial penalties.
      3. Criminal prosecution if unauthorized disclosure causes financial loss or security risks.
    2. Net Onboard reserves the right to seek legal action under Malaysian law for any breach of this NDA.
  7. Governing Law & Dispute Resolution

    1. This NDA is governed by Malaysian law, including the Contracts Act 1950 and the Personal Data Protection Act (PDPA) 2010.
    2. Any disputes shall first be resolved through mediation before proceeding to arbitration or legal proceedings.
  8. Amendments & Updates

    1. Net Onboard reserves the right to modify this NDA at any time.
    2. Users will be notified of material changes via email or official announcements.

For NDA-related inquiries, contact [email protected].