Confidential Information and Existence of the Transaction Sample (Purchase this doc, Text: 08118887270 (Whatsapp))

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[Letterhead of Provider]
The Directors
[Recipient]
[Address]
STRICTLY PRIVATE AND CONFIDENTIAL
DD-MM-YYYY
Dear Sirs
We refer to the proposed discussions between ......................... (the “Recipient”) and
....................... (the “Provider”) concerning the possible acquisition by the Recipient of the entire
issued share capital of _______________. Ltd. (the “Company”), the parent company of PT
_________________ (“PT ‘ H ‘”) and PT ______ (together with PT ‘ H ‘, the “Subsidiaries”) (the
“Transaction”).
In consideration of the Provider agreeing to make available to the Recipient and its advisers
certain Confidential Information, the Recipient undertakes to the Provider in the terms set out
below.
Definitions
1 The following definitions apply for the purposes of this letter:
“Confidential Information” means information relating to the Transaction (including its
existence and any discussions and negotiations with regard to it) or to the Provider, the
Company, the Subsidiaries or any other member of the Provider’s Group which is made
available (whether before or after this letter is agreed) in writing, visual or machine
readable form (including by fax and other forms of electronic transmission) or orally to the
Recipient, any member of the Recipient’s Group or the Recipient’s advisers by the
Provider, the Company, the Subsidiaries, any other member of the Provider’s Group or the
Provider’s advisers and includes any information, analyses, compilations, notes, studies,
memoranda or other documents derived from, containing or reflecting such information but
excludes information which:
(i) is publicly available at the time of its disclosure under this letter;
(ii) becomes publicly available following disclosure under this letter (other than as a
result of disclosure by the Recipient, any member of the Recipient’s Group, the
Recipient’s advisors or any other person contrary to the terms of this letter);
(iii) was lawfully in the Recipient’s possession prior to disclosure under this letter (as
can be demonstrated by the Recipient’s written records or other reasonable
evidence) free of any restriction as to its use or disclosure;
(iv) following disclosure under this letter, becomes available to the Recipient (as can be
demonstrated by the Recipient’s written records or other reasonable evidence)
from a source other than the Provider, which source is not bound by any obligation
of confidentiality to the Provider in relation to such information; or
(v) has been independently developed (as can be demonstrated by the Recipient’s
written records or other reasonable evidence) by the Recipient without using or
referring to the Confidential Information; and

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“Group”, in relation to any person or company, means any other person or company that
directly or indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such person or company. A person or company “controls”
(and the terms “controlled by” and “under common control” shall be construed
accordingly) another person or company if the former directly or indirectly through one or
more subsidiaries:
(i) holds a majority of the voting rights in it;
(ii) is a member or shareholder of it and has the right to appoint or remove a majority
of its board of directors or equivalent managing body;
(iii) is a member or shareholder of it and controls alone, pursuant to an agreement with
other shareholders or members, a majority of the voting rights in it; or
(iv) whether through the ownership of voting securities, by contract or otherwise has
the right or ability to exercise a material influence over it or the power to direct or
cause the direction of its management and policies.
Confidential Information and Existence of the Transaction
2 Subject to paragraph 11, the Recipient shall:
2.1 keep the Confidential Information secret and confidential and not disclose any of it to any
person other than persons:
2.1.1 who are:
(i) directors, officers, partners, members or employees of the Recipient and/or
any member of the Recipient’s Group; or
(ii) its professional advisors; and
2.1.2 who need to know the same for the purposes of considering, evaluating, advising
on or furthering the Transaction;
2.2 only use the Confidential Information for the sole purpose of considering, evaluating,
advising on or furthering the Transaction and shall not use it for any other purpose;
2.3 not make any disclosure or announcement concerning, or otherwise publicise, the
possibility of the Transaction taking place or any other arrangement with the Provider
connected in any way with the Transaction;
2.4 keep the Confidential Information and any copies thereof secure and in such a way so as
to prevent unauthorised access by any third party;
2.5 not make any copies of Confidential Information or reproduce it in any form except for the
purpose of supplying the same to those to whom disclosure is permitted in accordance
with this letter;
2.6 not engage any debt finance provider or equity finance provider to arrange, facilitate or
provide finance or equity to the Recipient or any member of its Group on an exclusive
basis in connection with the Transaction and the Recipient will immediately release, and
procure that any member of its Group immediately releases, any such debt or equity
finance provider who has been so engaged by the Recipient or any member of its Group
prior to the date of this letter; and

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2.7 inform the Provider immediately if the Recipient becomes aware that Confidential
Information has been disclosed to a third party contrary to the terms of this letter.
Finance Providers
3 Without prejudice to paragraph 2 and subject to paragraphs 4 and 11, the Recipient may
only disclose Confidential Information to the directors, officers, partners, members or
employees of its actual or potential finance providers (including any equity investors) and
their professional advisers who need to know the same for the purposes of considering,
evaluating or advising on the financing of the Transaction if, prior to any such disclosure,
the Recipient has notified the Provider of the name of each such finance provider
(including equity investors) to whom it wishes to disclose Confidential Information and the
Provider has agreed to such disclosure.
4 Prior to disclosing Confidential Information to any actual or potential finance providers, the
Recipient shall procure (to the Provider’s satisfaction) that such finance provider has
established information barriers customary and adequate for any recipient of confidential
information similar in nature to the Confidential Information under this Transaction.
Nominated Representatives
5 The Recipient shall, in relation to the Transaction and the Confidential Information, make
contact and deal only with:
5.1 the persons whose names are notified in writing to the Recipient by the Provider or any of
its advisors;
5.2 JPMorgan;
5.3 Linklaters; and
5.4 Norton Rose,
and not with any other representatives of the Provider, the Company, the Subsidiaries, any
other member of the Provider’s Group or their advisers.
Recipient Employees, Group Members and Advisers
6 The Recipient shall procure that:
6.1 any persons to whom it has made Confidential Information available pursuant to paragraph
2.1 are fully aware of, observe and to be bound by, the Recipient’s obligations regarding
Confidential Information under this letter; and
6.2 each potential finance provider (including any equity investors) to whom it has made
Confidential Information available pursuant to paragraph 3 shall, at the request of the
Provider, prior to receipt of any Confidential Information give an undertaking to the
Provider regarding Confidential Information in the form set out in Schedule 1.
Return and Destruction of Confidential Information
7 Within 10 (ten) business days of termination of discussions concerning the Transaction and
in any event on receipt of a written demand from the Provider, the Recipient shall at its
expense:
7.1 return and/or destroy all written Confidential Information provided to the Recipient or its
persons such as in paragraph 2.1 without keeping any copies thereof;

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7.2 so far as it is practicable to do so (but in any event without prejudice to the obligations of
confidentiality contained in this letter) expunge any Confidential Information from any
computer, word processor or other device; and
7.3 on request supply a certificate signed by any director of the Recipient confirming that, to
the best of his knowledge, information and belief, having made all proper enquiries, the
requirements of this paragraph have been fully complied with;
provided that, without prejudice to any duties of confidentiality in relation to such
Confidential Information contained in this letter:
7.3.1 the Recipient may retain any Confidential Information as may be required by law or
regulation or automated back-up archiving practices; and
7.3.2 the Recipient’s advisers may keep 1 (one) copy of any document in their
possession for record purposes only.
Ownership of Confidential Information
8 Subject to the provisions of any agreement(s) relating to the Transaction to be negotiated
and entered into between the parties to this letter or any member(s) of their respective
Groups, the Confidential Information shall remain the property of the Provider and its
disclosure shall not confer on the Recipient or any other person any rights (including any
intellectual property rights) over the Confidential Information whatsoever beyond those
contained in this letter.
No Offer
9 Neither the Confidential Information nor anything else in this letter will constitute an offer by
or on behalf of the Provider and the Provider will be under no obligation to accept any offer
or proposal which may be made by the Recipient or on the Recipient’s behalf. Neither the
Confidential Information nor anything else in this letter will form the basis of any contract
which will be constituted solely by any final agreement(s) to be negotiated and entered into
between the parties to this letter or any member(s) of their respective Groups.
No Representation
10 None of the Confidential Information has been subject to verification, and except as may
be provided in any agreement(s) relating to the Transaction to be negotiated and entered
into between the parties to this letter or any member(s) of their respective Groups, neither
the Provider nor any member of its Group nor any of its representatives or advisers
accepts responsibility for or makes any representation, express or implied, or gives any
warranty with respect to the accuracy or completeness of the Confidential Information or
any oral communication in connection with the Confidential Information and the Recipient
undertakes to the Provider (for itself and as trustee for all other companies in its Group and
its representatives and advisers) to waive any liability which such parties may incur by
reason of the Recipient’s use of, or reliance upon, any of the Confidential Information.
Permitted Disclosure
11 The provisions of paragraphs 2 and 3 shall not restrict any disclosure required by law or by
any court of competent jurisdiction, the rules and regulations of any regulatory body or
stock exchange on which the Recipient’s shares are listed or quoted, or any enquiry or
investigation by any governmental, official or regulatory body which is lawfully entitled to
require any such disclosure provided that, so far as it is lawful and practical to do so prior
to such disclosure, the Recipient shall promptly notify the Provider of such requirement

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with a view to providing the opportunity for the Provider to contest such disclosure or
otherwise to agree the timing and content of such disclosure.
No Collusion
12 Without prejudice to paragraph 2, the Recipient shall not, and shall procure that no
member of the Recipient’s Group or any of its advisers shall, without the Provider’s prior
written consent:
12.1 discuss with, or communicate to, any person any aspect of the Transaction (including the
conduct of, and the terms, of the Transaction and any offer in relation to the Transaction)
for the purposes of creating or joining a consortium or otherwise; and/or
12.2 act together with, or enter into any form of arrangement with, any person for the purpose of
acquiring some or all of the share capital of the Company.
Non-solicitation of employees
13 The Recipient shall not, and shall procure that members of its Group shall not, for a period
of two years from the date of this letter, solicit, endeavour to entice away, employ or offer to
employ any person who is at any time during the negotiation of the Transaction employed
by the Provider, the Company, the Subsidiaries or any other member of the Provider’s
Group.
Neither the placing of an advertisement of, and the subsequent recruitment to, a post
available to a member of the public generally nor the recruitment of a person through an
employment agency shall constitute a breach of this paragraph 13 provided that, in the
case of the recruitment of a person through an agency, neither the Recipient nor any
member of its Group has encouraged or advised such agency to approach any such
person.
Privilege
14 The Recipient represents and agrees that to the extent any Confidential Information
attracts any form of privilege or refers to other documents which attract any form of
privilege, then such privilege shall not be waived, prejudiced or otherwise affected in any
way (directly or indirectly) by being made available to the Recipient. The Recipient
acknowledges that the Provider expressly relies on such representation and agreement in
permitting the Recipient to have access to such Confidential Information.
Principal
15 The Recipient confirms that it is acting as a principal on its own account and not with a
view to the resale of the companies or any part thereof. The Recipient also confirms that it
will be responsible for any costs incurred by it or on its behalf in connection with the
Transaction and/or the consideration and evaluation of the Confidential Information.
Duration
16 The obligations set out in this letter (other than paragraph 13) shall cease to have effect
upon completion of the Transaction between the parties to this letter or any member(s) of
their respective Groups, provided they are expressly superseded by equivalent provisions
in agreement(s) relating to the Transaction to be negotiated and entered into between the
parties to this letter or any member(s) of their respective Groups. If discussions and
negotiations relating to the Transaction are terminated, the obligations set out in this letter
shall continue in full force and effect notwithstanding the return and/or destruction of
Confidential Information and any copies of it for 2 (two) years from the date of this letter.

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Waiver
17 No failure or delay by either party to this letter in exercising any of its rights under this letter
shall operate as a waiver thereof, nor shall any single or partial exercise preclude any
other or further exercise of such rights.
Remedies
18 Without prejudice to any other rights or remedies which a party to this letter may have,
each party acknowledges and agrees that damages would not be an adequate remedy for
any breach by either party of the provisions of this letter and each party shall be entitled to
the remedies of injunction, specific performance and other equitable relief for any
threatened or actual breach of any such provision by the other party or any other relevant
person and no proof of special damages shall be necessary for the enforcement by either
party of the rights under this letter.
Indemnity
19 The Recipient shall indemnify the Provider against all costs and liabilities arising in
connection with any breach by the Recipient and/or any persons to whom it has made
Confidential Information available pursuant to paragraphs 2.1 or 3 of its or their obligations
under this letter (unless such person has given an undertaking to the Provider regarding
Confidential Information in the form set out in Schedule 1). Nothing contained in this letter
shall be construed as prohibiting the Provider from pursuing any other remedies available
to it, either at law or in equity, for such breach or any threatened breach, including specific
performance and the recovery of monetary damages.
Assignment
20 The Recipient agrees that the rights of the Provider under this letter may be assigned or
transferred in whole or in part to any member of the Provider’s Group or any third party
which may acquire a direct interest in the Company or the Subsidiaries and that such
person may enforce this letter to the same extent and in the same manner as the Provider
can enforce it.
Variation
21 No variation of this letter shall be effective unless in writing and signed by or on behalf of
the parties.
Severability
22 If any provision of this letter shall be held to be illegal, invalid or unenforceable, in whole or
in part, the provision shall apply with whatever deletion or modification is necessary so that
the provision is legal, valid and enforceable. To the extent it is not possible to delete or
modify the provision, then such provision or part of it shall, to the extent that it is illegal,
invalid or unenforceable, be deemed not to form part of this letter and the legality, validity
and enforceability of the remainder of this letter shall, subject to any deletion or
modification made under this paragraph 22, not be affected.
Notices
23 Any notice, claim or demand in connection with this letter shall be given in writing to the
relevant party at the address stated in this letter (or such other address as it shall
previously have notified to the other party). Any notice sent by fax shall be deemed
received when sent, any notice sent by hand shall be deemed received when delivered
and any notice sent by first class post shall be deemed received 48 hours after posting.

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Third Party Rights
24 This letter does not create any right under the Contracts (Rights of Third Parties) Act 1999
which is enforceable by any person who is not a party to it.
Counterparts
25 This letter may be entered into in any number of counterparts, all of which taken together
shall constitute one and the same letter. Each party may enter into this letter by signing
any such counterpart.
[Language
26 This letter is executed in both English and Bahasa Indonesia. English shall control the
interpretation hereof and the original English text of this letter shall prevail.
27 Each party to this letter agrees that no claim shall be brought against the other party on the
basis of non-compliance with Law of the Republic of Indonesia No. 24 of 2009 dated 9 July
2009 regarding Flag, Language, Coat of Arms and Anthem.]1
Governing Law and Jurisdiction
28 This letter and any non-contractual obligations arising out of or in connection with it shall
be governed by and construed in accordance with ........... law.
29 Any dispute which may arise out of or in connection with this letter (a “Dispute”) shall be
referred to and finally resolved by arbitration in Singapore conducted in the English
language by three arbitrators pursuant to the Arbitration Rules of the Singapore
International Arbitration Centre (“SIAC”) in force when the Notice of Arbitration is received
by the Registrar of SIAC (the “Registrar”). Unless the parties agree otherwise, each party
to this letter shall appoint one arbitrator and the third arbitrator, who shall act as presiding
arbitrator of the tribunal, shall be chosen by the two arbitrators appointed by the parties. If
either party to this letter does not appoint an arbitrator within 30 (thirty) days of receipt by
the Registrar of the Notice of Arbitration, or if the third arbitrator is not appointed within 30
(thirty) days of receipt by the Registrar of the notice of appointment of the later of the two
party-appointed arbitrators, the President of the Court of Arbitration of SIAC shall appoint
such arbitrator. Each party to this letter irrevocably submits to the non-exclusive jurisdiction
of the courts of Singapore to support and assist the arbitration process under this
paragraph 29, including if necessary the grant of interlocutory relief pending the outcome
of that process.
1
Wording to be included depending on identity of bidder.

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Please indicate your acceptance of these terms by signing the enclosed duplicate of this letter and
returning it to us.
Yours faithfully
.......................................................................
Name: .................................
Title: ..................................
For and on behalf of .......................
We hereby agree to the terms of your letter dated ............................ of which a copy is set out
above.
.......................................................................
Name:
Title:
For and on behalf of [Recipient]
Dated: ...........................................................

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Schedule 1
Form of Undertaking
We have received a copy of your letter dated ...................... addressed to [Recipient] (the
“Recipient”) (the “Letter”) and, in consideration of your agreement to make available to
Recipient and its advisers Confidential Information (as defined in the Letter), we undertake
to be bound by the provisions of such Letter, to the extent that they relate to such
Confidential Information, as if we were a party thereto in place of the Recipient.