Nda - Non-Disclosure Agreement
Nda - Non-Disclosure Agreement
Between
And
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NON-DISCLOSURE AGREEMENT
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NON-DISCLOSURE AGREEMENT
BETWEEN
ARUS JUTA SDN BHD {Company No: 200801004388), a private limited company
incorporated in Malaysia under the Companies Act 1965 and having its business address at
BLOCK 18-04-02, CORPORATE STAR CENTRAL, LINGKARAN CYBER POINT TIMUR,
CYBER 12, 63000 CYBERJAYA SELANGOR (hereinafter
referred to as "Disclosing Party") of the first part;
AND
IMPIAN MNI SDN BHD {Company No: 201201011786), a private limited company
incorporated in Malaysia under the Companies Act 1965 and having its business address at
NO.28-1, JALAN BIDARA 6/3, SAUJANA UTAMA 3, 47000 SUNGAI BULOH, SELANGOR
(hereinafter referred to as "Receiving Party")
of the other part.
WHEREAS
B. The Disclosing Party has agreed to disclose and/or procure to be disclosed the
Confidential Information to the Receiving Party and parties agreed to regulate how the
Confidential Information is to be treated while the Confidential Information are in the
possession or control of the Receiving Party on the following terms and conditions.
In consideration of the premises and the parties' mutual covenants herein contained, IT IS
HEREBY AGREED as follows:
1. CONFIDENTIAL INFORMATION
The parties hereby agreed that the term "Confidential Information" shall refer to any
and all information, individually and collectively, disclosed or to be disclosed and/or
supplied or to be supplied to the Receiving Party in whatsoever nature, whether oral
(limited only to statement made in the course of formal discussions), in writing or in
electronic form, including, without limitation, communication and information containing
or consisting of material of a technical, operational, administrative, economic,
marketing, planning, business or financial nature or in the nature of intellectual property
of any kind including but not limited to trade secrets, research and know how, in respect
of the Purpose whether expressly designated as "Confidential Information" or not
provided by the Disclosing Party, its directors, employees, agents, advisers, and
representatives and/or any of the Disclosing Party's subsidiaries or associate
companies (if applicable) and their respective directors, employees, agents, advisers
and representatives.
2. CONFIDENTIALITY
ii. secret, confidential and valuable to the Disclosing Party, its subsidiaries
and/or associate companies (if applicable); and
iii. provided to the Receiving Party for use by it in connection with the
Purpose only.
c. The disclosure of Confidential Information by the Disclosing Party to the
Receiving Party shall not be construed as the granting of a licence under any
patent, copyright, trade secret, other proprietary rights or any other rights by
the Disclosing Party.
3. NO WARRANTY CLAUSE
The Receiving Party undertakes with the Disclosing Party that it shall:
a. ensure that the Confidential Information is kept confidential and is not disclosed,
except as permitted herein or with the prior written permission of the Disclosing
Party. All third-party involved need to sign a Non-Disclosure Agreement with
the Receiving Party and a copy shall be delivered within seven (7) days after
signing to the Disclosing Party.
c. in the event the Receiving Party intends to permit any other person (not
including the Representatives) to have access to the Confidential Information,
it shall first discuss with the Disclosing Party to grant such access whereby the
decision made by the Disclosing Party on this matter shall be final.
d. in the event that the Disclosing Party has resolved not to proceed with the
Purpose as intended by the parties hereto, the Receiving Party shall within
seven (7) working days upon being requested by the Disclosing Party to do so
in writing, return to the Disclosing Party all originals and copies of the
Confidential Information , and the authorised signatory to verify in writing to the
Disclosing Party that such Confidential Information stored in electronic or any
other form has also been destroyed.
4. OPERATION OF AGREEMENT
4.1 This Agreement shall take effect from the date of signing of this Agreement ("Effective
Date").
4.2 The obligations of confidentiality contained herein shall remain in full force from the
Effective Date until the completion of the Purpose or in the event the transaction is
terminated and/or has not resulted in any such participation by the Receiving Party in
the Purpose, the obligations of confidentiality shall continue in full force for a period of
ten (10) years from the date of termination and non-participation, whichever is earlier
but do not apply to such of the Confidential Information which:
b. was, at the time of its disclosure by the Disclosing Party, already in or becomes
part of the public domain or subsequently comes into the public domain (other
than by reason of any unauthorised disclosure or breach of this Agreement by
the Receiving Party and/or the Representatives);
5. TERMINATION CLAUSE
5.1 Without limiting the generality of any other clause in this Agreement, Disclosing Party
may terminate this Agreement immediately by giving the Receiving Party, thirty (30)
days' written notice if the Receiving Party:
(a) is in breach of the terms and conditions of this Agreement and such breach is
not remedied within thirty (30) days of a written notification from the Disclosing
Party requiring the same to be remedied;
(c) ceases or threatens to cease conducting its business in the normal manner or
appears to be at risk of doing so.
6. NO PUBLICITY
a. The Receiving Party agrees that this Agreement and its terms are confidential
in nature and shall not be disclosed to any third party without the prior written
consent of the Disclosing Party. Further, the Receiving Party shall not, without
the prior written consent of the Disclosing Party, disclose to any third party
about the possible co-operation contemplated between the parties including but
not limited to the fact that discussions or negotiations are taking place between
the parties in relation to the Purpose, any terms, conditions, facts or other
matters with respect thereto and the status thereof.
7. NO SOLICITATION
The Receiving Party agrees to refrain from attempting to recruit or hire directly any of
the key executives or personnel of the Disclosing Party for three (3) years either from
the Effective Date, after the completion of the Purpose or termination of this Agreement
(whichever applies).
The Receiving Party shall immediately inform the Disclosing Party in writing of any loss
of confidentiality, unauthorised disclosure, misappropriation or misuse by any person
of any Confidential Information, upon the Receiving Party having knowledge of the
same.
9. INDEMNITY
The Receiving Party hereby agrees to indemnify, defend and hold the Disclosing Party
harmless from and against any and all loss, cost, expense, liability, claim or cause of
action, including legal fees and other costs of litigation incurred in connection with such
claims, which the Disclosing Party may incur or be subject to arising from the breach
of any provision of this Agreement by the Receiving Party or the Representatives.
c. Neither Party shall have the right to assign or otherwise transfer this Agreement
or its rights or obligations or any part thereof under this Agreement to any third
party unless with prior written consent of the other party.
e. Each party acknowledges that monetary damages alone may not be a sufficient
remedy for the other party in the event of any breach of this Agreement and
agrees that the other party shall be entitled to seek specific performance or
injunctive relief from any court in any jurisdiction in addition to all other remedies
available to it.
g. This Agreement constitutes the entire agreement between the parties and
supersedes any and all prior understandings with regard to the subject matter
hereof and will be binding upon the parties and their respective successors and
assigns.
h. Each party shall bear its own solicitor's costs and fees payable for stamp duty
on this Agreement shall be borne and paid by each Party.
i. This Agreement may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single copy
of this Agreement.
DISCLOSING PARTY
)
SIGNED by )
for and on behalf of )
ARUS JUTA SDN BHD )
(Company No: 200801004388) )
Name :
Designation: DIRECTOR
in the presence of :-
Name:
NRIC / Passport No.:
RECEIVING PARTY
SIGNED BY )
for and on behalf of )
IMPIAN MNI SDN BHD )
(Company No: 201201011786) )
in the presence of :- )
Name: Mohd Ridzuan Bin Daud @ Ab. Razak
Designation: MANAGING DIRECTOR
in the presence of :-