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CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered


into as of this ___ day of February 3rd 2024, between PT. BBE (Company registration
xxxxx…….), a company organized and existing under the laws of the Indonesia, with
registered address (hereinafter referred to as the “Disclosing Party”), and Foresight
International Holdings Limited, a company incorporated under the laws of Hong Kong,
having its registered office at Level 19 West Exchange Tower, 322 Des Voeux Rd
Central, Hong Kong (hereinafter referred to as the “Receiving Party”)(each of the
Disclosing Party and the Receiving Party hereinafter referred to individually as a "Party",
and collectively as the "Parties").

WITNESSETH:

WHEREAS, the Parties are about to enter into discussions and to exchange information
regarding opportunities for cooperation in XXXXXXXXXXXXXX (the "Transaction");

WHEREAS, in the course of such discussions regarding the Transaction, the Disclosing
Party expects to disclose certain confidential, proprietary and trade secret information to
the Receiving Party; and

WHEREAS, the Disclosing Party seeks to safeguard and protect its respective
confidential proprietary and trade secret information.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the


receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby
agree as follows:

1. Explanation of Term

1.1 As used herein, the term “Proprietary Information” shall mean all
confidential or proprietary information including, without limitation, trade secrets, names
and expertise of employees and consultants, know-how, formulae, processes, ideas,
inventions (whether or not patentable), schematics, tapes, drawings, part prints, concept
sketches, tool drawings, tool making technology, manufacturing plans, investment plans,
business plans, equipment specifications, records, parts, samples, prototypes,
specifications, photographs, reports, and other technical, business, financial, company and
product development information , documents and data (whether or not reduced to
writing), which is disclosed or made available by the Disclosing Party to the Receiving
Party in connection with the Transaction and (a) if disclosed orally, is orally identified at
the time of disclosure or promptly thereafter in writing or electronically as confidential or
proprietary, or (b) that, regardless of the form of disclosure, should reasonably have been
understood by the Receiving Party because of legends or other markings, the
circumstances of disclosure, or the nature of the information itself to be proprietary or
confidential to the Disclosing Party, an Affiliate of the Disclosing Party or to a third
party. Notwithstanding the foregoing, Proprietary Information shall not include
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information that: (i) is in the public domain on the date hereof or comes into the public
domain other than through the fault or negligence of the Receiving Party; (ii) is lawfully
obtained by the Receiving Party from a third party without breach of this Agreement and
otherwise not in violation of the Disclosing Party’s rights; (iii) is known to the Receiving
Party at the time of disclosure as shown by its written records in existence at the time of
disclosure; or (iv) is independently developed by the Receiving Party, provided the
Receiving Party can demonstrate that it did so without making any use of any Proprietary
Information or other information that the Disclosing Party disclosed in confidence to any
third party.

1.2 For the purposes of this Agreement the term “Affiliate” shall mean any
company, corporation, or other entity, which controls, is controlled by, or is under
common control with a Party now and shall be considered an Affiliate only so long as the
ownership or control, directly or indirectly, meets the conditions set forth herein. For
purposes of this definition, “control” shall mean ownership or control, directly or
indirectly, of more than fifty (50%) percent of the shares having voting rights, or other
equivalent rights of the subject entity entitled to vote.

2. Nondisclosure. In consideration of the Disclosing Party’s disclosure of


Proprietary Information to the Receiving Party, the Receiving Party agrees that it: (i) shall
treat all Proprietary Information as strictly confidential; (ii) shall not disclose or use any
Proprietary Information except for the purpose (a) of evaluating the information disclosed
by the Disclosing Party with respect to the Transaction or (b) performing its duties or
exercising its rights under a written agreement entered into by the Parties regarding the
Transaction (collectively the “Purpose”); (iii) shall protect all Proprietary Information,
whether in storage or in use, with the same degree of care as the Receiving Party uses to
protect its own Proprietary Information against public disclosure, but in no case with less
than reasonable care and shall not take copies (whether electronic or otherwise) of any
Proprietary Information; (iv) shall disclose Proprietary Information only to such partners,
officers, directors, employees, agents and professional advisers (including without
limitation attorneys, accountants, consultants, bankers and financial advisors)
(collectively “Representatives”) of the Receiving Party who need to know such
Proprietary Information for the Purpose, provided such Representatives are informed of
the confidential nature of such Proprietary Information and the terms of this Agreement
prior to disclosure and provided further that the Receiving Party shall be responsible in
the event of such Representative’s breach of this Agreement as if the Receiving Party had
committed such breach; (v) shall be permitted to disclose Proprietary Information to its
Affiliates and to allow its Affiliates to receive Proprietary Information from the
Disclosing Party, provided that, prior thereto, such Affiliates agree to be bound by the
terms hereof, and provided further that the Receiving Party shall be responsible in the
event of such Affiliates’ breach of this Agreement as if the Receiving Party had
committed such breach; and (vi) shall not reverse engineer any such Proprietary
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Information. Except upon mutual written agreement, or as may be required by law,
neither Party to this Agreement shall in any way or in any form disclose the existence of
the Transaction, the discussions that gave rise to this Agreement or the fact that there
have been, or will be, discussions or negotiations covered by this Agreement. The
Receiving Party will notify the Disclosing Party in writing promptly upon the occurrence
of any unauthorized release of Proprietary Information or breach of this Agreement of
which it is aware.

3. Required Disclosure. If the Receiving Party is required to disclose


Proprietary Information pursuant to any applicable legal requirement or the order of any
court or governmental agency of competent jurisdiction or recognized stock exchange the
Receiving Party shall first notify the Disclosing Party of any such order and, if
practicable, afford such Party the opportunity to seek a protective order relating to any
such disclosure and, the Receiving Party shall then be entitled, without breaching its non-
disclosure obligations under this Agreement, to furnish only that portion of the
Proprietary Information that it is legally required to disclose and will exercise all
reasonable efforts to obtain reliable assurances that confidential treatment will be
accorded the remaining Proprietary Information.

4. Return of Proprietary Information. Upon the completion or termination of the


discussions regarding the Transaction, or at any time upon the Disclosing Party’s written
request, the Receiving Party shall either (i) immediately return to the Disclosing Party or
(ii) destroy and then certify to the Disclosing Party the destruction of all items of
Proprietary Information of the Disclosing Party. Notwithstanding the return or destruction
of Proprietary Information, the Receiving Party will continue to be bound by the terms
and obligations of this Agreement.

5. Ownership. All right, title and interest in and to the Proprietary Information
disclosed by the Disclosing Party shall remain the exclusive property of the Disclosing
Party. The Parties acknowledge and agree that this Agreement shall not be construed as a
transfer or sale by the Disclosing Party of any right whatsoever, by license or otherwise,
in or to any of its Proprietary Information, and no licenses or rights under any patent,
copyright, trademark, or trade secret are granted or implied or are to be implied by this
Agreement.

6. Remedies; No Waiver.

6.1 The Parties acknowledge that the extent of damages in the event of the breach of
any provision of this Agreement would be difficult or impossible to ascertain, and that
there will be available no adequate remedy at law in the event of any such breach. Each

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Party therefore agrees that in the event it breaches any provision of this Agreement, the
other Party will be entitled to specific performance and injunctive or other equitable
remedies, in addition to any other relief to which it may be entitled at law or in equity.
Any such relief shall be in addition to and not in lieu of any appropriate relief in the way
of monetary damages.

6.2 The waiver, express or implied, by any Party of any of its rights arising
under this Agreement shall not constitute or be deemed a waiver of any other right
hereunder, whether of a similar or dissimilar nature.

7. Relationship of Parties. This Agreement is neither intended to create, nor


shall it be construed as creating, (i) a joint venture, partnership or other form of business
association between the Parties, (ii) an obligation to buy or sell products using or
incorporating the Proprietary Information, (iii) an implied or express license grant from
either Party to the other, (iv) any obligation to continue discussions or negotiations with
respect to any potential agreement between the Parties or (v) an agreement to enter into
any agreement.

8. Warranty. The Disclosing Party warrants its right to disclose Proprietary


Information to the Receiving Party and to authorize the use by the other or by third parties
in accordance with the terms of this Agreement of the Proprietary Information.

9. Term. The term of this Agreement shall continue for a period of 2 years from
the termination of the Transaction (or the discussions in respect thereof) by either Party,
provided that the non-disclosure and use restriction obligations under this Agreement
shall survive with respect to the Proprietary Information for such longer period during
which such Proprietary Information retains its status as a trade secret or qualifies as
confidential under applicable law.

10. Governing Law. This Agreement and any non-contractual or other


obligations arising out of or in connection with it are governed by English law.

11. Dispute Resolution. In the event of any dispute with respect to the
construction and performance of this Agreement, the Parties shall first resolve the dispute
through friendly negotiations. In the event the Parties fail to reach an agreement on the
dispute within thirty (60) days after either Party’s request to the other Party for resolution
of the dispute through negotiations, either Party may submit the relevant dispute to
Singapore International Arbitration Centre (“SIAC) for arbitration, in accordance with the
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Rules of Arbitration of Singapore International Arbitration Centre (“SIAC Rules”) and
any amendment or re-enactment thereof. Any Dispute arising out of or in connection with
this Agreement thereof shall be referred to arbitration by three arbitrators, each one to be
appointed by each Party within 30 days after it summit or receive the application of
arbitration, and an Umpire shall be appointed by the director of SIAC or his/her delegator.
The venue of the arbitration proceedings shall be Singapore, the arbitration proceedings
shall be held in English language. The arbitration award shall be final and binding on the
Parties, and consequently neither Party shall appeal or seek re-judgment from any judicial
court in any jurisdiction, however, either Party may apply with a judicial court of
competent jurisdiction for enforcement of the arbitration award.

12. No Representations or Warranties . The Receiving Party acknowledges that


the Disclosing Party has neither made any representations nor given any warranties as to
the accuracy or completeness of the Proprietary Information for the Receiving Party’s
purposes. The Receiving Party agrees that the Disclosing Party shall not by virtue of this
Agreement have any liability or responsibility for errors or omissions in, or any decisions
made by the Receiving Party in reliance on, any Proprietary Information disclosed under
this Agreement.

13. Assignment. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective successors and assigns. This Agreement shall not
be assigned, nor shall any Proprietary Information be transferred to any successor or
assignee, without the prior written consent of the Disclosing Party.

14. Counterparts and Entire Agreement. Delivery of an executed counterpart of


this Agreement by telecopier shall constitute effective delivery of this Agreement. This
Agreement contains the entire agreement between Parties concerning the Proprietary
Information, and no modifications of this Agreement or waiver of the terms and
conditions hereof shall be binding upon the Parties, unless approved in writing by each of
the Parties.

15. Headings. The headings of the various Sections of this Agreement are for
convenience of reference only and shall not modify, define, expand or limit any of the
provisions hereof.

16. Severability. The provisions of this Agreement shall be severable in the event
that any of the provisions hereof are held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, and the remaining provisions shall remain
enforceable to the fullest extent permitted by law.
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17. Costs. Unless otherwise provided, each Party shall bear its own costs in
connection with the preparation and performance of this Agreement.

18. Notices. Notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed or sent by
telecopy as follows:

(a) if to the Disclosing Party: xxxxxxxxxxxxxxxxxxxxxx

(b) if to the Receiving Party: Level 19 West Exchange Tower, 322 Des Voeux Rd
Central, Hong Kong

All notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt.

[The remainder of this page is intentionally left blank]

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[Signature Page]

IN WITNESS THEREOF, the Parties hereto, by their duly authorized


representatives, have executed this Agreement as of the date first set forth above.

For and on behalf of:

PT. BBE

(the “Disclosing Party”)

Signature: ________________________

Date:

For and on behalf of:

Foresight International Holdings Limited

(the “Receiving Party”)

Signature: ________________________

Date:

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