Mutual Non-Disclosure and Non-Circumvention Agreement & Disclaimer

Mutual Non-Disclosure and Non-Circumvention Agreement

The parties shall disclose to each other certain proprietary or confidential information. Such information, which may be verbal and/or visual in nature, is referred to in this Agreement as “Confidential Information.” Confidential Information may include, but is not limited to, information regarding the disclosing party’s business and the business of its clients or principals including future business plans, financial information, investment plans/requirements etc. Confidential Information includes all business, technical and non-technical information including patent, copyright, trade secret, and other proprietary information of any nature.

Both Parties hereby agree as follows:

  1. All Confidential Information is disclosed by the disclosing party, and received by the receiving party, in strict confidence and used solely for evaluation purposes. The receiving party shall hold confidential information in confidence, and shall not disclose any Confidential Information to anyone, inside or outside of the receiving party, except those employees, directors, contractors or affiliates (and their respective employees) of the receiving party who have a need to know the Confidential Information to effect the use permitted herein, and where such individuals are bound by confidentiality provisions substantially similar to those contained herein. Each party shall treat all Confidential Information with the same degree of care as the party accords to its own Confidential Information, but in no case less than reasonable care.
  2. The receiving party’s use of Confidential Information shall be limited to evaluation (by receiving party and its clients or principals), and all Confidential Information shall remain the property of the disclosing party.
  3. All information disclosed or made available to the receiving party by the disclosing party shall be deemed to be Confidential Information, unless otherwise agreed in writing by the disclosing party, except that the obligations of this Agreement shall not apply to information which: (a) becomes publicly known through no fault of the receiving party; or (b) was or becomes rightfully known to the receiving party without confidential or proprietary information restriction from a source other than the disclosing party; or (c) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of the disclosing party; or (d) is independently developed by the receiving party without use of the Confidential – 2 – CONFIDENTIAL Initial: Information; or (e) is required to be disclosed under operation of law, by court order, or governmental regulation and the receiving party provides prompt written notice to the disclosing party of such disclosure requirement.
  4. It is understood by both parties that the Confidential Information may relate to business plans, products or services that are under development or planned for development. NEITHER PARTY MAKES ANY WARRANTIES REGARDING THE ACCURACY OF THE CONFIDENTIAL INFORMATION. Neither party accepts any responsibility for expenses, losses or action incurred or undertaken by the receiving party as a result of the receipt of the Confidential Information.
  5. Each party agrees with the other that the clients and principals whom they represent are only to be contacted through the respective parties herein and neither party shall circumvent each other to contact in any way whatsoever, whether directly or indirectly, with the respective principals
    • The parties will not in any manner, solicit, nor accept any business in any manner from sources not their clients or principals, which sources were made available through this agreement, without the express written authorization of the party who made available the source and,
    • The parties will maintain complete confidentiality regarding each other’s business sources and/or their clients/principals, and will disclose such business sources only to named parties pursuant to the express written permission of this party who made available the source; and,
    • That they will not interfere in any of the transactions the parties are desirous of entering into and, to the best of their abilities, assure the other party that the transaction terms established will not be affected and;
    • That they will not disclose names, addresses, email address, telephone and fax numbers to any contacts by either party to third parties and that they each recognize such contacts as the exclusive property of the respective parties and that they will not enter into any direct negotiations or transactions with such contacts revealed by the other party, and,
    • The parties also undertake not to make use of a third party to circumvent this clause.
    • That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
    • The obligations under this clause 5 shall not apply if the party is so informed by their sources, clients or principals that they have already met or corresponded with the other party prior to the respective party making the sources, clients or principals available to the other party.
  6. This Agreement shall be governed by and construed in accordance with the laws of Singapore. A breach of this Agreement by either party will result in irreparable and continuing damage to the to the other party for which there will be no adequate remedy at law, and the non-breaching party shall be entitled to injunctive relief and/or decree for specific performance, and such other relief as may be proper.
  7. This Agreement sets forth the entire understanding and agreement between the parties as to the subject matter of this Agreement and supersedes all previous communications, either oral or written, with respect to the obligations of confidentiality of the subject matter hereof. Any modification to this Agreement must be made in writing, and signed by an authorized representative of both parties. This Agreement may be executed simultaneously in two or more – 3 – CONFIDENTIAL Initial: counterparts, each of which shall be deemed an original, including any duly executed facsimile or photocopy from facsimile copies, but all of which shall constitute one and the same Agreement which shall be binding upon all parties hereto not signatories to the same counterpart.

Disclaimer for Resources Arrangements

Both Parties hereby agree as follows:

  1. All parties will not independently solicit or otherwise, any potential Investors and or lenders that have been introduced by The Agency for the purpose of negotiation and entering into a transaction (a “Deal”) without the express written permission of the Agency.
  2. No Namecard Policy. Exchange of name cards with the other participants of any meetings that are organized through PIF Capital is prohibited. We will continue to facilitate the discussion between both parties should there be a need for further communications after the meeting.
  3. This provision as outlined in Clause no.1 and 2 shall survive and remain binding for a period of twenty-four months from the date of expiry and/or termination of this Agreement. Should this Agreement be violated, the transaction will be deemed as had been consummated on the same basis and terms as those of this Agreement. Hence, The Client is obliged to pay The Agency any fees payable under this Agreement.
  4. Confidentiality. The contents of this Agreement shall be kept confidential by both parties save to the extent that disclosure is required by any applicable law, order, rule, regulation or decree, the rules and regulations.