redacted_exemplars · contract_exemplar · processed · 10 chunks
NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (“Agreement”) is made as of 31th of October 2024 (“Effective Date”) by and between and valid for 5 years [COMPANY_1] Pte Ltd (“[COMPANY_1]”) and its affiliates or its subsidiaries (UEN [CR_NUMBER_1]) having address of business at [ADDRESS_1], Singapore [ADDRESS_2] (“Discloser”), and [COMPANY_2] Company (“ [BRAND_1]”) and its affiliates or its subsidiaries having its place of business [ADDRESS_3] (“Recipient”). The parties wish to protect and preserve the confidential and/or proprietary nature of information and materials that may be disclosed or made available to each other solely for use in connection with certain discussions, negotiations or dealings between the parties relating to their collaboration (the “Purpose”). Any information exchanged in any form either pre, during or after the collaboration, shall be dealt with as per this MNDA. In consideration of the foregoing and the rights and obligations set forth herein, both parties hereby agree as follows: 1. PROPRIETARY INFORMATION “Proprietary Information” means any and all information and material disclosed at any time by the disclosing party (“Discloser”), which can be any of the two undersigned parties) to the receiving party (“Recipient”), which can be any of the undersigned parties) or obtained by Recipient through inspection or observation of Discloser’s documentation (whether in writing, or in oral, graphic, electronic or any other form) that is marked as (or provided under circumstances reasonably indicating it as) confidential or proprietary, or if disclosed orally or in other intangible form or in any form that is not so marked, that is identified as confidential at the time of such disclosure. Proprietary information includes, but not limited to: a) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; b) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software programs, source code, object code, flow charts, and databases; c) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the Discloser’s past, present or future business activities and other information and materials of, Discloser and its employees, consultants, investors, affiliates, licensors, distributors, suppliers, vendors, customers, clients and other persons and entities. d) trade secrets; plans for products or services, and customer or supplier lists; e) any other information that should reasonably be recognized as Proprietary information by the Parties. 2. NON-DISCLOSURE AND LIMITED USE Recipient shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party, other than to its employees and agents who need to know such information and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use any Proprietary Information for the benefit of itself or any third party or for any purpose other than the Purpose. Recipient shall take the same degree of care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Proprietary Information. Recipient shall not make any copies of the Proprietary Information except to the extent reasonably necessary to carry out the Purpose, or unless otherwise approved in writing in advance by Discloser. Any such copies made shall be identified as the property of Discloser and marked "confidential," "proprietary" or with a similar legend. Recipient shall not decompile, disassemble, or otherwise reverse engineer any Proprietary Information or any portion thereof. If the parties mutually agree to enter into or continue a business relationship or other arrangement relating to the Purpose and do not enter into a new confidentiality agreement, the terms and conditions set forth herein shall also apply to any information and/or materials related to, or activities undertaken in connection with, carrying out such business relationship or other arrangement, unless otherwise agreed to by the parties in writing. Except as required by law or as reasonably required to assert its rights hereunder, neither party shall disclose the existence or substance of the discussions between the parties or any terms of this Agreement or any related agreement between the parties (or any matters relating thereto), without the prior written consent of the other party. The obligations of this Section 2 with respect to any item of Proprietary Information or with respect to any discussions or agreements between the parties shall survive and continue in perpetuity, subject to any exceptions contained herein. 3. SCOPE Recipient hereby acknowledges that Recipient is aware, and that Recipient will advise such directors, officers, employees and representatives who are informed as to the matters which are the subject of this Agreement, that the securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The obligations of this Agreement, including the restrictions on disclosure and use, shall not apply with respect to any Proprietary Information to the extent such Proprietary Information: a) is or becomes publicly known through no act or omission of Recipient; b) was rightfully known by Recipient before receipt from Discloser, as evidenced by Recipient's contemporaneous written records; c) becomes rightfully known to Recipient without confidential or proprietary restriction from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Proprietary Information; or d) is independently developed by Recipient without the use of or reference to the Proprietary Information of Discloser, as evidenced by Recipient's contemporaneous written records. In addition, Recipient may use or disclose Proprietary Information to the extent (i) approved by Discloser or (ii) Recipient: is legally compelled to disclose such Proprietary Information; provided, however, that prior to any such compelled disclosure, Recipient shall give Discloser reasonable advance notice of any such disclosure and shall cooperate with Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Proprietary Information. Further, each party may disclose the terms and conditions of this Agreement: (A) as required by the applicable securities laws, including, without limitation, requirements to file a copy of this Agreement (redacted to the extent reasonably permitted by applicable law) or to disclose information regarding the provisions hereof or performance hereunder to applicable regulatory authorities; (B) in confidence, to legal counsel; (C) in confidence, to accountants, banks, and financing sources and their advisors; and (D) in connection with the enforcement of this Agreement or any rights hereunder. 4. CONTACTS SOLELY THROUGH DESIGNATED PERSONS Any questions concerning the proprietary information as well as any notices or consultations pursuant to this Agreement, will be directed by the Recipient or Recipient’s Representatives in writing exclusively to any one or more of nominated representatives of Discloser (the “Designated Persons”). 5. OWNERSHIP All Proprietary Information of Discloser (including, without limitation, all copies, extracts, derivative works and portions thereof) is and shall remain the sole property of Discloser. Recipient does not acquire (by license or otherwise, whether express or implied) any intellectual property rights or other rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with the express provisions of this Agreement. All rights relating to the Proprietary Information that are not expressly granted hereunder to Recipient are reserved and retained by Discloser. 6. DATA PROTECTION To the extent a party discloses any personal data to the other party under this NDA: a) Both parties will comply with all applicable data protection rules, laws, and regulations in relation to the handling and processing of that personal data; and b) The receiving party will process that data solely for the purposes for which it was disclosed to it and implement appropriate technical and organizational measures to protect that personal data. 7. WARRANTY The Recipient warrants that when processing Proprietary information, it shall: a) process such information only with the knowledge and authorization of Discloser; b) not disclose such information to any third parties without the written consent of Discloser unless required by law or in the course of proper performance of its duties; c) notify the Discloser where there are reasonable grounds to believe that such information has been accessed or acquired by an unauthorized person; d) establish and maintain security measures to secure the integrity and confidentiality of information in its possession or under its control by taking appropriate, reasonable technical and organizational measures to prevent loss of, damage to, or unauthorized destruction of such information and unlawful access to, or processing of such information and shall take reasonable measures to: i. Identify all reasonably foreseeable internal and external risks to such information in its possession or under its control; ii. establish and maintain appropriate safeguards against the risks identified; iii. regularly verify that the safeguards are effectively implemented; and iv. ensure that the safeguards are continually updated in response to new risks or deficiencies in previously implemented safeguards. 8. TERMINATION Both parties may terminate this Agreement at any time upon written notice to the other party, and neither party shall have any obligation to disclose any Proprietary Information or to continue discussions relating to, or to enter into or continue any arrangement or agreement relating to, the Purpose or any other matter, except as agreed in writing by the parties. The Recipients’ obligations under this Agreement shall survive the expiration or termination of this Agreement. 9. REMEDIES Due to the unique nature of the Proprietary Information, the unauthorized disclosure or use of the Proprietary Information of Discloser may cause irreparable harm and significant injury to Discloser for which: a) Monetary damages may not be a sufficient remedy for any breach of this Agreement by Discloser; b) Discloser shall, in addition to any other remedies available to it at law or in equity, be entitled to injunctive and other equitable relief to enforce the terms of this Agreement and to prevent any actual, potential or threatened violation of this Agreement by Recipient, without the necessity of posting any bond or other security. c) In the event of litigation relating to this Agreement, Recipient shall bear all costs and expenses, including attorneys’ fees and costs, incurred by Discloser in enforcing the provisions of this Agreement. Recipient shall indemnify, defend and hold harmless Discloser from and against any and all claims, damages, liabilities, losses and expenses (including attorneys’ fees and costs) arising out of or relating to Recipient’s breach of any of the terms or conditions of this Agreement. Recipient shall notify Discloser in writing immediately upon Recipient's becoming aware of any such breach or threatened breach. 10. RETURN OF PROPRIETARY INFORMATION Upon any termination of discussions or any business relationship between the parties related to the Purpose, or of this Agreement, or at any time at Discloser's request, (a) Recipient shall promptly return to Discloser or destroy all materials (in written, electronic or other form) containing or constituting Proprietary Information of Discloser, including any copies and extracts thereof, and (b) Recipient shall not use such Proprietary Information in any way for any purpose, and (c) Recipient shall certify to Discloser of its complete compliance with the requirements of this paragraph. 11. NON-SOLICITATION Each party agrees that it will not, directly or indirectly, solicit for the purpose of hiring, hire, or accept from any other business organization, services of any employee of the other party or its Affiliate who have been introduced and identified as key personnel to perform services under this Agreement or proceed with any application for a period of three (3) year after such employee completes participation in discussions relating to this Agreement. 12. MISCELLANEOUS a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior representations, negotiations, conditions, communications and agreements whether oral or written, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. b) This Agreement does not create an agency or partner relationship or obligate the parties to enter into a business relationship. c) No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized signatories of both parties. The waiver by either party of a default under any provision of this Agreement shall not be construed as a waiver of any subsequent default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. d) This Agreement is made in the English language and if there is any conflict in the meaning between the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail e) This Agreement shall be governed by and construed in accordance with Laws of Singapore. The parties hereby submit to the jurisdiction of the relevant courts located in Singapore. Any dispute or claim arising out of or in connection herewith, or the breach, termination, or invalidity thereof, shall be settled by arbitration. The arbitration tribunal shall be composed of a sole arbitrator, and such arbitrator shall be appointed mutually by the Parties. The place of arbitration shall be Singapore and the arbitration proceedings shall take place in the English language. f) This Agreement may be executed in several counterparts (including by means of telecopied signature pages) each of which shall be deemed an original by which shall constitute one and the same instrument. g) This Agreement and the rights and obligations hereunder may not be assigned or delegated by either party, in whole or part, whether voluntarily, by operation of law, change of control or otherwise, without the prior written consent of the other party. h) Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. i) In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable. j) The parties are independent contractors, and neither party shall have any authority of any kind to bind the other party in any respect whatsoever. k) Any notice required or permitted to be given by either party under this Agreement shall be in writing, shall be sent to the address in the first paragraph of this Agreement, and shall be deemed effective on the date of delivery if delivered personally; three (3) business days after the date of posting if delivered by certified mail; and two (2) business days after dispatch if delivered by a reputable overnight courier service. UNDERSIGNED: [COMPANY_1] Pte Ltd. UNDERSIGNED: [COMPANY_2] By: [SIGNATURE] By: [SIGNATURE] Name: [PERSON_1] Name: [PERSON_2] Title: Co- Founder & Chief Financial Officer Title: Digital Transformation Manager