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Nda - Non-Disclosure Agreement

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0% found this document useful (0 votes)
37 views8 pages

Nda - Non-Disclosure Agreement

Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 8

Dated this 7 June 2024

Between

ARUS JUTA SDN BHD


(Company No: 200801004388)

And

IMPIAN MNI SDN BHD


(Company No: 201201011786)

*****************************************************

NON-DISCLOSURE AGREEMENT

*****************************************************
NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made

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

A. The Receiving Party is principally engaged in project management, construction &


general trading.

B. The parties intend to collaborate to a project known as "KETECH ASIA AMMUNITION


FACTORY" (hereinafter referred to as the "Purpose") which requires disclosure by the
Disclosing Party to the Receiving Party certain non-public information in relation
thereto, which is more particularly described in Clause 1 of the Agreement (hereinafter
referred to as the "Confidential Information").

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

a. The Receiving Party acknowledges that it owes an obligation of confidence to


the Disclosing Party in respect of the Confidential Information.

b. The Receiving Party further acknowledges that the Confidential Information


(including any copies made thereof by the Receiving Party) is:

i. the property of the Disclosing Party, its subsidiaries and/or associate


companies (if applicable);

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

Disclosing Party makes no representation or warranty to the Receiving Party as to the


accuracy or completeness of any Confidential Information provided by it and shall not
have any liability or responsibility for errors or omissions in any Confidential Information
disclosed under this Agreement. Disclosing Party shall not have any liability to the
Receiving Party relating to or resulting from the use of Confidential Information or any
decisions made by the Receiving Party relating to or resulting from the use of any
Confidential Information.

4. DISCLOSURE OE CONFIDENTIAL INFORMATION

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.

b. ensure that the Confidential Information:

i. is used solely for the Purpose;


ii. any originals and copies thereof, is kept secured and in such a way as
to prevent unauthorised access by any third party;

iii. is disclosed only to those directors, officers, employees, assistants,


financier, professional adviser, attorneys, accountants, and other
representatives of the Receiving Party (the "Representatives") who
have a specific need to have access to the Confidential Information for
the Purpose and who have been made aware of the terms upon which
the Confidential Information has been disclosed to the Receiving Party.
The Receiving Party shall also ensure that such Representatives shall
agree to be bound by the terms of this Agreement;

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:

a. was already known to the Receiving Party and/or the Representatives on a


non-confidential basis prior to its disclosure by the Disclosing Party;

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);

c. is approved for release by written authorisation of the Disclosing Party;

d. is disclosed to a third party by the Disclosing Party without similar restrictions


on that third party's rights of disclosure;

e. is developed by the Receiving Party independent of the Confidential


Information without any breach of this Agreement as evidenced by written
records; or
f. is required by law, by order of a court of competent jurisdiction, or any relevant
governmental or regulatory authority.

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;

(b) becomes, threatens or resolves to become or is in danger of becoming subject


to any form of insolvency proceedings whatsoever; or

(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.

b. No release or announcement to the press, whether oral or in writing, relating to


any matter contemplated under this Agreement shall be made by the Receiving
Party unless the Disclosing Party otherwise agrees in writing and only at such
time and in such form as is approved by the Disclosing Party.

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).

8. REPORTING UNAUTHORISED DISCLOSURE, MISAPPROPRIATION OR MISUSE OF


CONFIDENTIAL INFORMATlON_r-,.J_

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.

10. MISCELLANEOUS PROVISIONS

a. Each prov1s1on of this Agreement shall be deemed to be separate and


severable from each other provision. If any provision of this Agreement shall for
any reason be invalid and unenforceable in accordance with its terms, all other
provisions and the remaining clauses shall not be affected and shall continue
to be valid and enforceable in accordance with their terms and shall continue
to be binding upon the parties.

b. This Agreement shall be governed by and construed in accordance with the


laws of Malaysia and the parties hereto hereby irrevocable submit to the
jurisdiction of the courts of Malaysia.

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.

d. No failure or delay by Disclosing Party in exercising any right, power or privilege


under this Agreement shall operate as a waiver of such right, power or privilege
and no single or partial exercise of any right or remedy shall prevent any further
exercise of such right or remedy or the exercise of any other right or remedy
available.

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.

f. Any and all amendments or modifications to this Agreement must be made in


writing and be signed by the authorised representatives of the party.

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.

j. Time whenever and wherever mentioned shall be of the essence of this


Agreement.
k. The Parties to this Agreement represent and warrant to each other that they
have the requisite corporate authority to enter into this Agreement and that the
persons executing this Agreement on their behalf are duly authorised to do
same.

[the remainder of this page is intentionally left blank]


IN WITNESS WHEREOF the parties hereto have set their hands on the day and year
hereinbefore appearing.

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 :-

Name : Mohd Fakrin bin Nor Din


NRIC / Passport No.: 811026-03-5199

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