NON DISCLOSURE AGREEMENT
THIS NON DISCLOSURE AGREEMENT (“Agreement”) is made this day of, 2021.
SEDANIA INNOVATOR BERHAD or its wholly owned subsidiaries with its registered office at Level 10, Kelana Parkview Tower, Jalan SS6/2, 47301, Petaling Jaya, Selangor Darul Ehsan, Malaysia
[ ] with its registered office at [ ]
SEDANIA INNOVATOR BERHAD or its wholly-owned subsidiaries and [ ] are each hereinafter referred to individually as a "Party" and collectively as the "Parties".
(A) Both Parties intend to discuss and explore business opportunities of mutual interest and in the course of discussions, the Parties will be disclosing certain commercially valuable, proprietary, and confidential business, financial, technical, and other information to each other.
(B) To facilitate such discussions, the Parties choose to exchange the Confidential Information (as defined) to one another solely for the purpose for which it was disclosed and agree to hold such Confidential Information in the strictest confidence subject to the terms and conditions hereinafter appearing.
NOW, THEREFORE, the Parties hereby agree to keep confidential the information in accordance with the following terms and conditions:
1. CONFIDENTIAL INFORMATION
"Confidential Information" means any information transmitted by one Party (the "Disclosing Party”) to the other Party (the "Receiving Party") in the course of discussion, whether transmitted or disclosed verbally or in writing, before or after the signature of this Agreement, including but not limited to any information, intellectual properties, knowledge or data of any nature whatsoever (including but not limited to, any technical, financial, economic or commercial information and/or data) transmitted on various media (written, magnetic, etc.) and in various forms (technical data, graphs, formulae, drawing, specifications norms, manuals, software data, identities of potential customers, trade secrets, documents, plans, commercial information).
The Parties agree that the Confidential Information shall not include information that: is or becomes part of a public domain through no wrongful act of the Receiving Party; lawfully disclosed by a third party to the Receiving Party without breach of any term of this Agreement and which can be communicated without restriction; already known by the Receiving Party prior to its receipt from the Disclosing Party without an obligation to keep it confidential; was independently developed by the Receiving Party provided that the Receiving Party can demonstrate the same; and the Disclosing Party in writing authorizes the Receiving Party to disclose without restriction.
3. CONFIDENTIALITY OF INFORMATION
3.1 Each Party acknowledges that all Confidential Information of the Disclosing Party which has or will come into its possession or knowledge prior to and/or after the date of this Agreement Is proprietary to the Disclosing Party, having been designed, developed or accumulated by the Disclosing Party at a great expense and over lengthy periods of time and is secret, confidential, unique and constitutes the exclusive property of the Disclosing Party.
3.2 Each Party acknowledges that any disclosure of the Confidential Information shall be wrongful and may cause irreparable injury to the other Party and therefore each Party agrees to hold the other Party’s Confidential Information in strictest confidence and not make use of it other than for the benefit of the other Party or in furtherance of the discussion.
3.3 The Disclosing Party will provide all information to its best knowledge and on an “as is” basis, without any warranty whatsoever, whether express, implied or otherwise, regarding its accuracy, completeness or otherwise and neither Party shall be liable for any direct, special incidental, consequential and/or other damages.
4. PRESERVATION AND RESTRICTED USE
All Confidential Information shall :-
a) be safely kept and protected by the Receiving Party; b) not be disclosed to a third party without the prior written consent of the Disclosing Party; c) shall be used by the Receiving Party solely for evaluating the possibility of a business opportunity; and d) shall not be copied, reproduced and/or reduced to writing or any form of recording, in whole or in part, except as may be reasonably necessary to carry out the transactions contemplated in this Agreement.
For the avoidance of doubt, if the Receiving Party is required to provide Confidential Information to any court or government agency pursuant to written court order, subpoena, regulation or process of law, the Receiving Party must first provide the Disclosing Party with prompt written notice of such requirement and cooperate with the Disclosing Party to appropriately protect against or limit the scope of such disclosure.
Notwithstanding anything to the contrary, the Party may at any time disclose the Confidential Information in the event such Confidential Information is required to be disclosed under Bursa, Security Commission and the Capital Markets and Services Act 2007.
The provisions of this Agreement shall not be construed as conferring or granting any intellectual or industrial property rights or any license to the Receiving Party, either express or implied, or affecting any transfer of technology; obliging a Party to provide any information to the other Party; implying that the Disclosing Party warrant the Confidential Information disclosed to the Receiving Party is accurate, complete or sufficient; authorizing a Party to sell or market the other Party’s products; and obliging a Party to procure from or shall be obliged to procure from the other Party any products or services or to enter into any transaction or be obliged to enter into any transaction by the Parties.
6. NO PARTNERSHIP
Unless otherwise agreed between the Parties, this Agreement shall not be construed as creating any obligation or an expectation on the part of each Party to enter into a business relationship with the other Party, or an obligation to refrain from entering into a business relationship with any third party. This Agreement shall not be construed as creating a joint venture, partnership or employment relationship between the Parties. The Parties understand that they are independent Parties vis-à-vis one another. Except as specified herein, no Party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other Party hereto.
7. TERM AND TERMINATION
7.1 This Agreement shall be valid from the date of this Agreement to the date of termination or expiry of this Agreement which shall be the same as and when a definitive agreement is executed between both Parties as an outcome to the said discussion.
For avoidance of doubt, in the event there is no definitive agreement, this Agreement shall be valid for a period of two (2) years from the date of this Agreement.
7.2 Both Parties may at any time terminate this Agreement upon mutual agreement in writing.
8. PERSONAL DATA
8.1 Where Personal Data is involved, the Parties undertake to comply with the requirements of the Personal Data Protection Act 2010 (hereinafter referred to “PDPA”), in particular with regard to obtaining, storing, transferring and handling of data.
8.2 The Parties shall ensure that access to the Personal Data is limited to those employees who need access to the Personal Data to meet the Parties’ obligations under this Agreement and In the case of any access by any employee, such part or parts of the Personal Data as is strictly necessary for performance of that employee’s duties.
9. RETURN OF INFORMATION
The Receiving Party shall, if required by the Disclosing Party, return the Confidential Information received by it and any copies within fifteen (15) calendar days and/or delete from all computer files by providing a document evidence to such effect.
This Agreement may not be assigned or novated by either Party without the other Party’s prior written consent.
None of the provisions contained in this Agreement shall be deemed to have been waived by any act or acquiescence of any of the Parties. Waiver shall be effective only if made by an express instrument in writing signed by authorized signatories of the Parties.
12. VALID AGREEMENT
The Parties acknowledge that this Agreement is valid and legally binding and has been executed by an authorized signatories of each Party and each Party confirms and ratifies the terms and conditions herein.
13. LAW AND DISPUTES
This Agreement shall be governed by the laws of Malaysia and shall be subject to the exclusive jurisdiction of the courts of Malaysia.
All notices shall be considered as validly served if sent by prepaid registered mail or by hand and return receipt requested, to the following addresses as stated earlier herein.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized signatories of the Parties on the day and year first above written.
SIGNED by KHAIRUL NISA ISMAIL (Chief Executive Officer – Sedania As Salam) for and on behalf of SEDANIA INNOVATOR BERHAD or its wholly owned subsidiaries
In the presence of:
SIGNED by [ ]
In the presence of: