CONFIDENTIALITY AGREEMENT -sample

THIS CONFIDENTIALITY AGREEMENT is made the ……… day of

……….. 200 ….

BETWEEN:

(1) S ( co no :….. ) of …. company incorporated under the laws of

Malaysia and having its registered address at … hereinafter referred (‘the
Franchisor’) of the one part

AND

[2) O (co no:…. )of …. Company incorporated under the laws of

Malaysia and having its registered address at …. (‘the
Intending Franchisee’) of the other part.

WHEREAS

A. The Intending Franchisee intends to become a franchisee of the

Franchisor to engage in the Business …..
B. The Intending Franchisee needs finance to enable him to
commence the Business.
C. To raise the finance from third parties, the Intending Franchisee
requires to use the information (as defined herein) for
incorporation in his Business of the Intending Franchisee.
D. The Information is confidential and valuable and the Franchisor
shall not disclose the Information to any person other than its
actual franchisees or persons who have entered into agreements
similar to this Agreement or financial sources who have been
approved by the Franchisor.
E. In addition to disclosure of the Information the Intending
Franchisee requires the assistance of various members of the
management of the Franchisor in the preparation of its business
plan.

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following words and expression shall

have the following meanings unless the context otherwise
requires:
 ‘Business’ means the business of …..;

‘Deposit’ means Ringgit Malaysia …..

‘Franchise’ means the ……. Franchise;

‘Information’ means trade secrets and other information

concerning the Business and the
Franchise which is the property of the
Franchisor whether expressed as
confidential or otherwise, and includes,
without limitation, all information passed,
conveyed or transmitted by the Franchisor
to the Intending Franchisee;

‘Term’ means ….days from the date of this

Agreement;

‘Territory’ means the geographical area of…… [and

shown edged red on the map attached to
this Agreement].

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) recitals and headings are for convenience only and do not
affect the interpretation of this Agreement;

(b) words importing the singular include the plural and vice
versa;

(c) words importing a gender include any gender;

(d) an expression importing a natural person includes any

corporation or other body corporate, partnership,
association, public authority, two or more persons having
a joint or common interest, or any other legal or
commercial entity or undertaking;

(e) a reference to a party to a document includes that party’s

successors and permitted assigns;
(f) any part of speech or grammatical form of a word or
phrase defined in this Agreement has a corresponding
meaning;

(g) a warranty, representation, undertaking, indemnity,

covenant or agreement on the part of two or more persons
blinds them jointly and severally;

(h) reference to any statute or statutory provision includes a

reference to that statute or statutory provision as from
time to time amended, extended or re-enacted and shall
include all by-laws, instruments, orders, rules and
regulation made there under;

(i) all schedules, attachments and annexures hereto form

part of this Agreement;

(j) any reference to a date or time is a reference to that date

or time in Malaysia;

(k) where the day on or by which anything is to be done is a

Saturday, Sunday or a public holiday in the place in
which that thing is to be done, then that thing shall be
done on the immediately preceding business day;

(l) the words ‘Ringgit Malaysia’ and the symbol ‘RM’ shall be
construed as the lawful currency of Malaysia;

(m) any reference to ‘writing’ or cognate expressions

includes a reference to electronic communication, telex,
cable, facsimile transmission or comparable means of
communications;

(n) any agreement, notice, consent, approval, disclosure or

communication under or pursuant to this Agreement
shall be in writing;

(o) words denoting an obligation on a party to do an act,

matter or thing include an obligation to procure that it be
done or words placing a party under a restriction include
an obligation not to permit an infringement of the
restriction;

(p) reference to a document shall include references to any

sort of document whether paper or paperless and
 expressed or described on any substance either with
alphabets, figures, symbols and/or marks;

(q) reference to clauses, schedules, paragraphs, annexures

or appendices are references to the clauses, schedules,
paragraphs, annexures or appendices in this Agreement;
and

(r) the words ‘hereto’, ‘herein’, ‘hereinafter’, ‘hereinbefore’,

‘hereof’, ‘hereunder’, and other words of similar import
shall refer to this Agreement as a whole and not to any
particular provision.

2. FRANCHISOR’S OBLIGATIONS

In consideration of the payment of the Deposit by the Intending

Franchisee to the Franchisor (the receipt and sufficiency of which
is hereby acknowledged by the Franchisor) and of and subject to
the agreements warranties and undertakings on the part of the
Intending Franchisee contained herein, the Franchisor agrees:

2.1 to disclose the information to the Intending Franchisee

immediately;

2.2 during the Term to assist the Intending Franchisee to

prepare his business plan;

2.3 to check the business plan produced by the Intending

Franchisee (but without any liability for its contents); and

2.4 not to grant a franchise or open its own store in the Territory
for the Business during the Term.

3. INTENDING FRANCHISEE’S OBLIGATIONS

In consideration of the agreements on the part of the Franchisor

herein, the Intending Franchisee agrees with and warrants and
undertakes to the Franchisor as follows:

3.1 not to use the Information for any purpose other than for the
preparation of his proposed business plan:
 3.2 not at any time after this date to disclose any of the
Information to any person without the prior written approval
of the Franchisor;

3.3 to make (state number) copies of his business plan only

unless permitted by the Franchisor in writing to make
further copies;

3.4 in the event that the Intending Franchisee fails for any
reason to become an actual franchisee of the Franchisor:

(a) to destroy all records or copies of the Information and

such business plan; and

(b) not to engage directly or indirectly in any business in the

Territory Competing with the Business for a period of two
years from this date;

3.5 that the Intending Franchisee is not:

(a) directly or indirectly connected or associated in any way

with any person or entity who or which is engaged or
intends to become engaged in a business similar to the
Business; and/or

(b) engaged in any discussions with or has an option to take

up a franchise from such a person or entity; and

3.6 that the information disclosed by the Intending Franchisee

to the Franchisor in his franchise application form and in
any discussions with representatives of the Franchisor is
true and correct.

4. FURTHER AGREEMENTS

It is further agreed between the parties:

4.1 In the event that the Intending Franchisee enters into a

franchise agreement with the Franchisor:

(a) the Deposit shall form part of the franchise fee (as
defined in the franchise agreement) then payable by the
Intending Franchisee; and
 (b) the franchise agreement shall supersede this Agreement
(except in the case of clauses [3.1 to 3.3 (inclusive) and
3.5 and 3.6] of this Agreement which shall remain in full
force and effect).

4.2 In the event that the Intending Franchisee fails to become

an actual franchisee of the Franchisor and the Intending
Franchisee is not otherwise in breach of this Agreement, the
Franchisor shall refund the Deposit to the Franchisee in full.

5. GENERAL

5.1 Notices

A notice or other communication including, but not limited

to, a request, demand, consent or approval to or by a party
to this Agreement:

(a) must be in legible writing and in English addressed as

shown below:

(1) if to the Franchisor:

Address:
Attention:

(2) if the Intended Franchisee:

Address:
Attention:

(b) is deemed to be given by the sender and received by the

addressee:

(1) if by delivery in person, when delivered to the

addressee;

(2) if by post, 5 days from and including the date of

postage; or

(3) if by facsimile transmission, upon receipt by the

sender of a confirmation of error-free transmission,

but if the delivery or receipt is on a day which is not a

business day or is after … pm (addressee’s time) it is
 deemed to be given at … am on the next business day;
and

(c) can be relied on by the recipient and the recipient will not
be liable to any other person for any consequences of that
reliance if the recipient believes it to be genuine, correct
and duly authorized by the sender.

5.2 Governing Law

This Agreement is governed by the laws of Malaysia and the

Parties irrevocably submit to the non-exclusive jurisdiction
of the courts of Malaysia.

5.3 Enforceability

(a) If one or more of the provisions of this Agreement shall

be invalid, illegal or unenforceable in any respect
under any applicable law or decision, the validity,
legality or enforceability of the remaining provisions
contained herein shall not be affected or impaired in
any way.

(b) Each party shall, in any such event, execute such

additional documents as the other party may
reasonably request in order to give valid, legal and
enforceable effect to any provision which is determined
to be invalid, illegal or unenforceable.

(c) If any provision shall be void, illegal or unenforceable

but would be valid and enforceable if read down, then
that provision shall be read down to the extent
necessary to render the provision valid and
enforceable.

5.4 Waivers

(a) Waiver of any breach of this Agreement or of any right,

power, authority, discretion or remedy arising upon a
breach of or default under this Agreement, must be in
writing and signed by or on behalf of the party
granting the waiver.

(b) A breach of or default under this Agreement is not

waived by any failure or delay by the other party in
 exercising or partial exercise of any right, power,
authority, discretion or remedy under this Agreement.

(d) A right, power, authority, discretion or remedy created or

arising upon a breach of or default under this Agreement
shall not be waived by any failure or delay in the exercise,
or a partial exercise, of that or any other right, power,
authority, discretion or remedy.

5.5 Variation

A variation of any term of this Agreement must be in writing

and signed by both of the Parties.

5.6 Time

Time whenever mentioned in this Agreement shall be of the

essence.

5.7 Cost and Expenses

Each party shall bear its own costs and expenses in respect
of the preparation and execution of this Agreement.

5.8 Further Assurances

Each party must do all things necessary (including, but not

limited to, executing all documents) to give effect to this
Agreement.

5.9 Entire Agreement

This Agreement is the entire agreement between the Parties

in respect of its subject matter and supersedes all previous
agreements with respect to its subject matter.

IN WITNESS WHEREOF the parties hereto have executed this

Agreement the day and year first above written.

Signed by )
for and on behalf of )
S )
in the presence of : )
 ____________________________

Name: Director/Authorized Signatory

NRIC: Name:
NRIC:

Signed by )
for and on behalf of )
O )
in the presence of : )

_________________________ _____________________________

Name: Director/Authorized Signatory

NRIC: Name:
NRIC: