Non-Disclosure Agreement

This Non-Disclosure Agreement (this Agreement) is made by and between:

___________________ (hereinafter referred to as "SSEA"), a company incorporated in
Singapore
with
its
principal
place
of
business
at
______________________________________;
And
________________________
(name
of
company),
__________________________________(place
of
incorporation)
____________________________________________________(business address) represented
by its ____________________________ (position of the authorized signatory),
______________________________ (name of authorized signatory) hereinafter referred to
as Company or Licensee
(The Licensee or Company together with SSEA shall be collectively referred to as
the "Parties", and individually referred to as a "Party")
Article 1.

Confidential Information

1.1
In this Agreement, Confidential Information is tangible or intangible
information disclosed by SSEA or Company to the other party, for the purpose of
SSEA and Company considering a possible business partnership between SSEA and
Company (the Purpose) including but not limited to know-how, agreement (oral or
written), techniques, procedures, manuals executed and to be executed and means
the following (hereinafter, with respect to Confidential Information, the party
disclosing such information shall be referred to as the Disclosing Party, and the
party receiving such disclosure shall be referred to as the Receiving Party):
(1)
If disclosure is made by tangible objects such as in writing or samples,
information affixing an indication that such tangible object is confidential;
and
(2)
If disclosure is made by oral or visual means, information that is expressly
identified as being confidential at the time of disclosure and for which,
within 30 days from the date of disclosure, the contents disclosed are
documented, such as in the minutes of a meeting, and an indication that
the information is confidential is affixed to such document.
1.2
The following materials and information shall not be included in the
Confidential Information:
(1)
Information already known by the Receiving Party prior to its disclosure by
the Disclosing Party;
(2)
Information already in the public domain and other information already
generally available;
(3)
Information which the Receiving Party legitimately obtained from a third
party without any confidentiality obligation imposed thereon;
(4)
Information which the Receiving Party has independently developed
without reference to the information disclosed by the Disclosing Party; and

(5)

Article 2.

Information which becomes publicly available through no fault of the

Receiving Party after its acquisition of the relevant information.
Confidentiality

2.1
The Receiving Party may not disclose or divulge the Confidential Information
of the Disclosing Party to any third party without the prior written consent of the
Disclosing Party. If the Confidential Information is divulged or disclosed to a third
party without the prior written consent of the Disclosing Party, the Receiving Party
shall immediately take appropriate measures in order to prevent the spread thereof
as well as inform the Disclosing Party of such divulgence or disclosure and follow the
instructions of the Disclosing Party (including, without limitation, recovering the
divulged Confidential Information from such third party, or causing such third party
to destroy or delete the Confidential Information) tut without prejudice to sanctions
that is available in this contract to the Disclosing Party against the Receiving Party.
2.2
The Receiving Party must clearly distinguish all documents and media, and
the duplications thereof, relating to the Confidential Information of the Disclosing
Party from other materials, items, etc., and keep the same with the due care of a
prudent manager.
2.3
The Receiving Party must not cause any person, other than its officers and
employees who have a need-to-know of the Confidential Information in order to
perform their duties, to have any involvement with the Confidential Information. If
the Receiving Party has its officers and employees involved with the Disclosing
Partys Confidential Information, the Receiving Party shall take necessary measures
to ensure that such officers and employees will not violate any of the confidentiality
obligations set forth herein.
2.4
The Receiving Party shall not engage in any transfer, duplication or copying
of the Confidential Information without the prior written consent of the Disclosing
Party.
Article 3.

Term

3.1
The effective term of this Agreement shall be from 02 June 2014 until the
termination or expiration of the Master License Agreement or any agreements
related thereto whichever is later.
3.2
Articles 2, 4, 5, 8 through 10 and 14 hereof shall survive the termination or
cancellation of this Agreement.
Article 4.

Return or Destruction of Confidential Information

4.1
When there is a request of the Disclosing Party, the Receiving Party shall
return all of the Confidential Information (including all documents and media, and
any duplications thereof; the same shall apply hereinafter) to the Disclosing Party
pursuant to the instructions of the Disclosing Party or destroy or delete the same in
a manner designated by the Disclosing Party.
2

4.2
If the Receiving Party has disclosed any Confidential Information to any third
party with the approval of the Disclosing Party, and when there is a request of the
Disclosing Party, the Receiving Party must return to the Disclosing Party all the
Confidential Information, held by such third party, or destroy or delete the same in a
manner designated by the Disclosing Party.

Article 5.

Compensation for Damage

If SSEA or Company breaches this Agreement, or if either SSEA or Company is

responsible for the Confidential Information, being divulged to any third party, the
breaching party shall be liable to provide compensation for the damage caused to
the other party thereby for which a causal relationship is deemed to exist.
Article 6.

No Warranty

All Confidential Information is provided as-is. The Disclosing Party makes no

warranties, express, implied or otherwise, regarding its accuracy, completeness or
performance.
Article 7.

Ownership of Confidential Information

All Confidential Information will remain the exclusive property of the Disclosing
Party, and the Receiving Party may not, by license or by other means, use the
Confidential Information for any purpose other than the Purpose.
Article 8.

Injunctive Relief

If the Receiving Party breaches this Agreement, the Disclosing Party shall be able to
claim an injunction against such act. The Disclosing Party may exercise any rights or
remedies available by law or equity for such breach.
Article 9.

Governing Law

This Agreement, and any agreement entered into pursuant to this Agreement, shall
be governed by and construed in accordance with the laws of Singapore.
Article 10.

Arbitration

Any disputes, controversies or differences which may arise from or in relation to this
Agreement shall be finally settled by arbitration in Singapore, Singapore in
accordance with the Arbitration Rules of Singapore.
Article11.

Entire Agreement

This Agreement sets forth the entire agreement between SSEA and Company with
respect to the subject matter hereof, and may not be modified or amended except
by written agreement by the parties hereto.
3

Article 12.

Severability

If any provision of this Agreement shall be determined to be invalid, illegal or

unenforceable in any respect, the remaining provisions of this Agreement shall
continue in full force and effect.

Article 13.

Waiver

No waiver by SSEA or Company, whether express or implied, of any right under the
provisions of this Agreement shall constitute a continuing waiver of such right or a
waiver of any other right under the provisions of this Agreement. No waiver by SSEA
or Company, whether express or implied, of any right arising due to the breach or
default of this Agreement by the other party, shall constitute a waiver of any other
right under the provisions of this Agreement.
Article 14.

Assignment

SSEA and Company may not assign its status in this Agreement to a third party
without the prior written consent of the other party.
Article 15.

Matters Subject to Consultation

If there is any matter not set forth in this Agreement or any doubt as to any
provision of this Agreement, SSEA and Company shall engage in mutual
consultation and settle such matter in good faith in accordance with the principles
of mutual trust and sincerity.
IN WITNESS WHEREOF, SSEA and Company have prepared this Agreement in
duplicate, to be signed and sealed by both parties, each retaining one copy hereof.
By:

Name:
Title: Managing Director
Date:

Address:
____________________________________
By:

Name: _______________________________
Title: ______________________________
Date:

Address: _____________________________