Sureclean Non Disclosure Agreement
Sureclean Non Disclosure Agreement
Sureclean Non Disclosure Agreement
BETWEEN
1. Sureclean Pte Ltd (the "Disclosing Party"), having its principal place of business at 25 Bukit Batok
Crescent #09-11 The Elitist, Singapore 658066; and
2. ________________________________________________, (the "Receiving Party"), having its
principal place of business at ______________________________________________________
RECITALS
A. The Receiving Party understands that the Disclosing Party has disclosed or may disclose
information relating to developing a disinfection system/method consisting of the use of its
disinfection products and machines that is customized for disinfection of large indoor premises,
which to the extent previously, presently, or subsequently disclosed to the Receiving Party is
hereinafter referred to as "Proprietary Information" of the Disclosing Party.
OPERATIVE PROVISIONS
1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving
Party hereby agrees:
(i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions
to protect such Proprietary Information (including, without limitation, all precautions the
Receiving Party employs with respect to its own confidential materials),
(ii) not to disclose any such Proprietary Information or any information derived therefrom to any
third person,
(iii) not to make any use whatsoever at any time of such Proprietary Information except to
evaluate internally its relationship with the Disclosing Party, and
Page | 1
(iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall
procure that its employees, agents and sub-contractors to whom Proprietary Information is
disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement
in content substantially similar to this Agreement.
2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply
with respect to any information after five years following the disclosure thereof or any
information that the Receiving Party can document
(i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate,
agent, consultant or employee) generally available to the public, or
(ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in
writing, except to the extent that such information was unlawfully appropriated, or
(iv) was independently developed without use of any Proprietary Information of the Disclosing
Party. The Receiving Party may make disclosures required by law or court order provided the
Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing
Party to seek a protective order.
3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will
return to the Disclosing Party all Proprietary Information and all documents or media containing
any such Proprietary Information and any and all copies or extracts thereof, save that where such
Proprietary Information is a form incapable of return or has been copied or transcribed into
another document, it shall be destroyed or erased, as appropriate.
(ii) requires the Disclosing Party to proceed with any transaction or relationship.
5. The Receiving Party further acknowledges and agrees that no representation or warranty, express
or implied, is or will be made, and no responsibility or liability is or will be accepted by the
Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as
to, or in relation to, the accuracy of completeness of any Proprietary Information made available
to the Receiving Party or its advisers; it is responsible for making its own evaluation of such
Proprietary Information.
Page | 2
6. The failure of either party to enforce its rights under this Agreement at any time for any period
shall not be construed as a waiver of such rights. If any part, term or provision of this
Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the
remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any
part of its rights under this Agreement without the consent of the other Party. This Agreement
may not be amended for any other reason without the prior written agreement of both Parties.
This Agreement constitutes the entire understanding between the Parties relating to the
subject matter hereof unless any representation or warranty made about this Agreement was
made fraudulently and, save as may be expressly referred to or referenced herein, supersedes
all prior representations, writings, negotiations or understandings with respect hereto.
7. This Agreement shall be governed and construed in accordance with the laws of Singapore and
the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore.
Page | 3