Confidentiality Agreement Sample (Purchase this doc, Text: 08118887270 (Whatsapp))

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CONFIDENTIALITYAGREEMENT
To:
The ____________
Date: September ......., 20_,_,
Dear Sirs
We understand that you are considering to establish a joint venture or any other forms of
cooperation for the ................ project(s),(the “Project”), launched by _________________ Lte
Co with office address registered on ...................................................................................... . In
consideration of our agreement to make available to you certain information, by your signature
of a copy of this Agreement you agree as follows:
1. Confidentiality Undertaking
You undertake:
(a) to keep the Confidential Information in secrecy and not to disclose it to anyone
except as provided for Permitted Disclosure below and to ensure that the
Confidential Information is protected with security measures and a degree of care
that would apply to your own confidential information;
(b) to keep confidential and not disclose to anyone the fact that the Confidential
Information has been made available or that discussions or negotiations are taking
place or have taken place between us in connection with the Project;
(c) to use the Confidential Information only for the Permitted Disclosure;
(d) to use all reasonable endeavours to ensure that any person to whom you pass any
Confidential Information (unless disclosed under paragraph 2(b) below)
acknowledges and complies with the provisions of this Agreement as if that person
were also a party to it; and
(e) not to make enquiries of any member of the Issuer Group or any of their officers,
directors, employees or professional advisers except with our prior written consent.
2. Permitted Disclosure
You may disclose Confidential Information:
(a) to any member of the Participant Group, its professional advisers and other persons
providing services to it, to the extent necessary for the Permitted Disclosure;
(b) (i) where requested or required by any court of competent jurisdiction or any
competent judicial, governmental, supervisory or regulatory body, (ii) where
required by the rules of any stock exchange on which the shares or other securities
of any member of the Participant Group are listed or (iii) where required by the

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laws or regulations of any country with jurisdiction over the affairs of any member
of the Participant Group; and
(c) to any person with our prior written consent.
3. Notification of Required or Unauthorised Disclosure
To the extent practical and permitted by law, you will inform us of the full circumstances
of any disclosure under paragraph 2(b) above or upon becoming aware that Confidential
Information has been disclosed in breach of this Agreement.
4. Return/Destruction of Confidential Information
If we request in writing, you shall:
(a) return all Confidential Information supplied to you by us;
(b) destroy or permanently erase all copies of Confidential Information made by you;
and
(c) use all reasonable endeavours to ensure that anyone who has received any
Confidential Information destroys or permanently erases such Confidential
Information and any copies made by them,
in each case save to the extent that you or the recipients are required to retain any such
Confidential Information by any applicable law, rule or regulation or by any competent
judicial, governmental, supervisory or regulatory body or stock exchange or in
accordance with internal policy, or where the Confidential Information has been
disclosed under paragraph 2(b) above.
However, you and any such recipients shall not be under any obligation to return, destroy
or permanently erase any Confidential Information:
(i) contained in any work produced by any member of the Participant Group, its
professional advisers or other persons providing services to it, to the extent
that any of them are required by any applicable law, rule or regulation or by
any competent judicial, governmental, supervisory or regulatory body or
stock exchange or by internal policy to retain such work; or
(ii) contained in any computer record or file which has been created by or
pursuant to any automatic electronic archiving system or IT back-up
procedure.
5. Continuing Obligations
The obligations in this Agreement are continuing and, in particular, shall survive the
termination of any discussions or negotiations between you and us. Notwithstanding the
previous sentence, the obligations in this Agreement shall cease on the earliest of:
(a) the date on which you enter into the Project, participate or acquire an interest,
direct or indirect, in the Project; or

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(b) 12 months after you have returned all Confidential Information supplied to you by
us and destroyed or permanently erased all copies of Confidential Information
made by you (other than any such Confidential Information or copies which have
been disclosed under paragraph 2(b) or (c) above or which, pursuant to paragraph 4
above, are not required to be returned or destroyed); or
(c) 36 months after the date of this Agreement.
6. Intellectual Property Rights
Neither this Agreement nor the supply of any information grants either Party any license,
interest or right in respect of any intellectual property rights of the Parties.
7. No Representation; Consequences of Breach, etc
You acknowledge and agree that:
(a) neither we nor any of our officers, employees or advisers (each a "Relevant
Person") (i) make any representation or warranty, express or implied, as to, or
assume any responsibility for, the accuracy, reliability or completeness of any of
the Confidential Information or any other information supplied by us or any
member of the Issuer Group or the assumptions on which it is based or (ii) shall be
under any obligation to update or correct any inaccuracy in the Confidential
Information or any other information supplied by us or any member of the Issuer
Group or be otherwise liable to you or any other person in respect of the
Confidential Information or any such information; and
(b) we or members of the Issuer Group may be irreparably harmed by the breach of the
terms of this Agreement and damages may not be an adequate remedy; each
Relevant Person or member of the Issuer Group may be granted an injunction or
specific performance for any threatened or actual breach by you of the provisions
of this Agreement.
8. No Waiver; Amendments, etc
This Agreement sets out the full extent of your obligations of confidentiality owed to us
in relation to the information the subject of this Agreement. No failure or delay in
exercising any right, power or privilege under this Agreement will operate as a waiver
thereof nor will any single or partial exercise of any right, power or privilege preclude
any further exercise thereof or the exercise of any other right, power or privilege under
this Agreement. The terms of this Agreement and your obligations under this Agreement
may be amended or modified only by written agreement between you and us.
9. Nature of Undertakings
The undertakings given by you in this Agreement are given to us and (without implying
any fiduciary obligations on our part) are also given for the benefit of each member of
the Issuer Group.

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10. Governing Law and Jurisdiction
This Agreement (including the agreement constituted by your acknowledgement of its
terms) shall be governed by and construed in accordance to the laws of the Republic of
Singapore and the parties submit to the non-exclusive jurisdiction of Singapore
International Arbitration Center.
11. Definitions
In this Agreement (including the acknowledgement set out below):
“_________________ Ltd. Co”, a company duly established and existing under the laws
of the Republic of Singapore.
“PT _______________ ”, a company duly established and existing under the laws of the
Republic of Indonesia.
"Confidential Information" means any information relating to the Issuer Group, the
Project provided to you by us or any of our affiliates or advisers, in whatever form, and:
(a) Includes any information given orally and any document that is submitted using
any electronic means any other way of representing or recording information which
contains or is derived or copied from such information, but
(b) excludes information that:
(i) is or becomes public knowledge other than as a direct or indirect result of any
breach of this Agreement, or
(ii) is known by you before the date the information is provided to you by us or
any of our affiliates or advisers, or
(iii) is lawfully disclosed to you, other than from a source which is connected to
the Issuer Group, after the date it is provided to you by us or any of our
affiliates or advisers.
"Issuer Group" means any Party that is connected to the Project that makes the
Confidential Information is available to the the other Party that receives the Confidential
Information. Issuer Group includes its group of companies, its Subsidiaries and its
affiliations.
“Recipient Group” means any Party that is connected to the Project that receives the
Confidential Information from the Issuer Group that includes its group of companies, its
Subsidiaries and its affiliations.
"Subsidiary" means, in relation to any company or corporation, a company or
corporation:
(a) which is controlled, directly or indirectly, by the controlling company or
corporation;
(b) more than half the issued share capital of which is beneficially owned, directly or
indirectly, by the first mentioned company or corporation; or

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(c) which is a Subsidiary of another Subsidiary of the first mentioned company or
corporation,
and, for this purpose, a company or corporation shall be treated as being controlled by
another if that other company or corporation is able to control its directors and/or to
control the composition of its board of directors or equivalent body.
Please acknowledge your agreement to the above by signing and returning the enclosed copy.
Yours faithfully
…................................
for and on behalf of
_________________ Ltd Co.
To: _________________ Ltd. Co.
We acknowledge and agree to the above:
…................................
for and on behalf of
PT _________________