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Confidential

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the “Agreement”), is entered into this 23rd day of May,
2017 by and between:

PT SELARAS DAYA UTAMA, an entity organized and existing under the laws of Republic
of Indonesia, having its registered office at Total Building 5th Fl –S Parman 106 A, Jakarta,
Indonesia, registered with trade and companies No. AHU-3492964.AH.01.11, represented by
its Managing Director, Fendi Gunawan Liem, duly authorized for the purposes hereof
(hereinafter referred to as "SEDAYU") .

……………., an entity organized and existing under the laws of ….., having its registered
office ………………………., registered with the trade and companies registry
of ………………, duly authorized for the purposes hereof (hereinafter referred to as
"………….."),

………… and SEDAYU are referred to herein individually as a “Party” and collectively as the “Parties”.
Each Party disclosing Confidential Information (as defined in Paragraph 1 below) is referred to herein
as a “Disclosing Party” and each Party receiving Confidential Information is referred to herein as a
“Receiving Party”.

1. In connection with the evaluation and the possible entry into negotiations by the Parties or any
of their Affiliated Companies (as defined in Paragraph 4 below) concerning EPC and O&M
provider selection for Distributed Generation projects in Indonesia (hereinafter referred to as
the “Transaction”), each Party is willing, in accordance with the terms and conditions of this
Agreement, (either through itself or its Representatives (as defined in Paragraph 5 below)), to
disclose to the other Party/ies (or its or their Representatives) the Confidential Information. For
the purposes of this Agreement, the term “Confidential Information” means all information of
whatever nature and in any form (whether written, oral, visual or in any electronic form)
disclosed and/or obtained for the purpose of, or in the course of, considering, negotiating,
advising on or furthering the Transaction, including, without limitation (i) all information of
whatsoever nature relating to the business of the Disclosing Party, any Affiliated Company of
the Disclosing Party and any other entity in which the Disclosing Party has a direct or indirect
interest and/or relevant to the Transaction and related technology, trade, assets, liabilities,
operations, financing and personnel which may be disclosed or otherwise be learnt by the
Receiving Party/ies in the course of the Disclosing Party making available information relating
to the Transaction, (ii) the existence and terms of this Agreement, (iii) any Party’s interest and/or
potential participation in the Transaction; and (iv) all notes, reports, memoranda, analyses,
reviews, copies, extracts or other documents (in whatever form communicated or maintained)
derived or produced partly or wholly from any of the information, or which contains, refers to,
is based on, or otherwise reflects information disclosed or furnished by, or concerning, the
Disclosing Party or the Transaction (the “Derived Information”).

For the purposes hereof, Confidential Information furnished by any Affiliated Company (as
defined in Paragraph 4 below) of the Disclosing Party shall be deemed to be and shall be treated
as though such information was Confidential Information provided by the Disclosing Party, and
any Confidential Information provided to any Affiliated Company of a Receiving Party shall be
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deemed to be and shall be treated as though such information was Confidential Information
provided to that Receiving Party.

Notwithstanding anything to the contrary in this Agreement, neither Party will disclose to the
other Party any Confidential Information with respect to prices, costs or markets for products
or services in or for which the Parties compete.

2. In consideration of the disclosure referred to in Paragraph 1 above, the Receiving Party/ies


agree(s) that the Confidential Information shall be kept strictly confidential and shall not be
sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including
by means of photocopy, reproduction or electronically, without the Disclosing Party's prior
written consent, except as expressly provided in Paragraphs 3, 4 and 5 below. The granting of
such consent, shall, unless expressly otherwise provided for in this Agreement, be at the sole
discretion of the Disclosing Party. The Receiving Party/ies agree(s) to establish and maintain
effective security measures to safeguard all Confidential Information from unauthorized access,
use, reproduction or disclosure and use at least the same degree of care it would use to protect
its own confidential information.

3. A Receiving Party may disclose the Confidential Information without the Disclosing Party's
prior written consent only to the extent such information:

(a) can be demonstrated to be already lawfully known to the Receiving Party as of the date
of disclosure hereunder;

(b) is already in the public domain or enters the public domain other than through the act or
omission of the Receiving Party or of any other person to whom Confidential
Information is disclosed pursuant to this Agreement;

(c) is required to be disclosed by the Receiving Party under applicable law or by a


governmental order, decree, regulation or rule of any recognized stock exchange on
which the shares of the Receiving Party or its Affiliated Companies are actively traded
(provided that the Receiving Party or its Representative (as defined in Paragraph 5
below), as the case may be, will, to the extent it is legally permitted to do so, promptly
and prior to disclosure notify the Disclosing Party and shall provide full documentation
concerning the disclosure sought so that an appropriate protective order can be sought
and/or other action can be taken if possible. If no such protective order is obtained, the
Receiving Party shall be entitled to furnish or cause to be furnished only that portion of
the Confidential Information which is legally required to be disclosed (with a full copy
to the Disclosing Party) and shall exercise its reasonable efforts to obtain reliable
assurances that confidential treatment be afforded to the Confidential Information so
furnished); or

(d) is acquired independently from a third party that has the right to disseminate such
information at the time it is acquired by the Receiving Party.

4. A Receiving Party may disclose the Confidential Information without the Disclosing Party's
prior written consent to an Affiliated Company (as hereinafter defined), provided that the
Receiving Party shall ensure the adherence of such Affiliated Company to the terms of this
Agreement. “Affiliated Company” shall mean any company or legal entity which controls, or is
controlled by, or is controlled by an entity which controls, a Party. “Control” means the
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ownership directly or indirectly of more than fifty (50) percent of the voting rights in a company
or other legal entity.

If any Affiliated Company of a Receiving Party to whom Confidential Information has been
disclosed as provided for herein ceases to be an Affiliated Company, the Receiving Party
undertakes to cause such Affiliated Company to destroy any and all Confidential Information,
materials and records, including all such Confidential Information in electronic form, prior to
any such Affiliated Company ceasing to be such.

Notwithstanding the foregoing, the Receiving Party shall remain liable for any breach of this
Agreement by any of its Affiliated Companies or any of its or their Representatives.

5. The Receiving Party shall be entitled to disclose the Confidential Information without the
Disclosing Party's prior written consent to such of the following persons who have a clear need
to know in order to evaluate the Transaction (such persons, each a “Representative” and
collectively, the “Representatives”):

(a) employees, officers and directors of the Receiving Party;

(b) employees, officers and directors of an Affiliated Company; or

(c) any professional consultant, advisor or agent retained by the Receiving Party for the
purpose of evaluating the Transaction.

Prior to making any such disclosures to persons under subparagraphs (a) and (b) above,
however, the Receiving Party shall inform each such person of the confidential nature of the
Confidential Information. Prior to making any such disclosures to persons under subparagraph
(c) above, however, the Receiving Party shall obtain an undertaking of confidentiality, in the
same form and content as this Agreement, from each such person.

6. A Receiving Party and its Affiliated Company, if any, shall only use or permit the use of the
Confidential Information disclosed under this Agreement to evaluate the Transaction and
determine whether to enter into negotiations concerning the Transaction.

7. A Receiving Party shall be responsible for ensuring that all persons to whom the Confidential
Information is disclosed under this Agreement shall keep such information confidential and shall
not disclose or divulge the same to any unauthorized person. The Receiving Party agrees to
indemnify and hold harmless the Disclosing Party, its officers, employees and shareholders from
all claims, liabilities, losses, damages and causes of action arising out of the unauthorized use
and/or disclosure of the Confidential Information by the Receiving Party or by any of the persons
to whom the Confidential Information has been disclosed by the Receiving Party hereunder.

8. The Receiving Party shall acquire no proprietary interest in or right to the Confidential
Information, and the Disclosing Party may demand the return or destruction of all or any
Confidential Information at any time upon giving written notice to the Receiving Party. Within
thirty (30) days of receipt of such notice, the Receiving Party shall return and shall procure that
its Representatives and its Affiliated Companies return all of the original Confidential
Information and shall destroy or cause to be destroyed all copies and reproductions in whatever
form, (including but not limited to electronic data which shall be purged from computer data
banks) in its possession or in the possession of persons to whom it was disclosed pursuant to
this Agreement. A duly authorized officer of the Receiving Party shall promptly confirm in
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writing to the Disclosing Party that all such actions required by the Disclosing Party have been
taken.

9. The confidentiality obligations set forth in this Agreement shall terminate one (1) years after the
date of this Agreement.

10. The Disclosing Party makes no representations or warranties, express or implied, as to the
quality, accuracy and completeness of the Confidential Information disclosed hereunder, other
than that, (i) it has the right and authority to disclose the Confidential Information to the
Receiving Party on the terms of this Agreement and (ii) to the best of its knowledge the
Confidential Information it discloses does not infringe upon third party rights and it has not
received and is not aware of any claims from third parties asserting rights in relation to such
Confidential Information. The Receiving Party/ies expressly acknowledge(s) the inherent risk
of error in the acquisition, processing and interpretation of the Confidential Information. The
Disclosing Party, its Affiliated Companies, their officers, directors and employees shall have no
liability whatsoever with respect to the use of or reliance upon the Confidential Information by
a Receiving Party. The Receiving Party acknowledges and agrees that the nature and extent of
the Confidential Information disclosed by the Disclosing Party shall be at the sole discretion of
the Disclosing Party.

11. (a) This Agreement shall be governed by and interpreted in accordance with the substantive
laws of England and Wales, without regard to conflict of law provisions thereof.

(b) In the event of any dispute arising out of or in connection with this Agreement, such
dispute shall be finally settled under the Rules Arbitration of the International Chamber
of Commerce (“ICC”) by one arbitrator appointed in accordance with the said Rules of
Arbitration. Unless the Parties agree otherwise, the arbitration shall take place in
Jakarta, Indonesia.

(c) Receiving Party agrees that the Disclosing Party could be irreparably injured by a breach
of this Agreement by the Receiving Party and that the Disclosing Party shall be entitled
to apply to a court of competent jurisdiction for equitable relief, including injunctive
relief and/or specific performance, in the event of any breach or threatened breach of
the provisions hereof and that any application by the Disclosing Party for such relief
shall not be deemed incompatible with, or a waiver of, this Agreement. If such equitable
relief is granted such remedy or remedies shall not be deemed to be the exclusive
remedy or remedies for a breach of this Agreement by the Receiving Party but shall be
in addition to all other remedies available at law or equity.

(d) The undertakings given by the Receiving Party/ies under this Agreement are given to
the Disclosing Party for its own benefit and on behalf of its Affiliated Companies and
may be enforced by either of them.

12. (a) Any communication to be given in connection with the matters contemplated by this
Agreement shall be in writing and shall either be delivered by hand or sent by first class
pre-paid post or facsimile transmission. Delivery by courier shall be regarded as
delivery by hand. Communication via email shall be permitted for information purposes
only.

(b) Such communication shall be sent to the address of the relevant Party referred to in this
Agreement at the address set out below or to the facsimile number set out below or to
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such other address or facsimile number as may be communicated to the other Parties
after the date of this Agreement and in accordance with the requirements of Paragraph
12(a) above.

SEDAYU

Total Building 5th Fl –S Parman 106A

Jakarta 11440

Indonesia

Attn: Rizki Arsy Mulyani

Tel: +(62) 21 5695 0755

E-mail: rizki.mulyani@sedayu.com

13. A Receiving Party shall not assign its rights and/or transfer its obligations under this Agreement
without the prior written consent of the Disclosing Party. Any attempted assignment and/or
transfer without prior written consent shall be null and void.

14. No amendments, changes or modifications to this Agreement shall be valid except if the same
are in writing and signed by a duly authorized representative of each of the Parties. The Parties
may vary or rescind this Agreement without the consent of any third party.

15. No failure or delay in exercising any right, power or privilege under this Agreement will operate
as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the
exercise of any right, power or privilege under this Agreement or otherwise.

16. This Agreement comprises the full and complete agreement of the Parties with respect to the
disclosure of the Confidential Information and supersedes and cancels all prior communications,
understandings and agreements between the Parties, whether written or oral, expressed or
implied.

17. This Agreement may be executed in any number of counterparts and by the Parties on different
counterparts, but shall not be effective until each such Party has executed at least one
counterpart. Fax or email copies of a signed counterpart shall be treated as an original document.
Each counterpart shall constitute an original of this Agreement but all the counterparts shall
together constitute one and the same agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized
representatives on the date first written above.
Confidential

PT SELARAS DAYA UTAMA

By: Fendi Gunawan Liem

Title: Managing Director

……………..

By: ……………….

Title: ……………..

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