Form of Non Disclosure Agreement (NDA) (Purchase this doc, Text: 08118887270 (Whatsapp))

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NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (hereinafter referred to as the “Agreement”) is made
this ......... of ............, 20_, _, by and between:
1. PT. ____________, a limited liability company duly established and existing
under the laws of the Republic of Indonesia, having its address at
.............................................. (hereinafter referred to as the “____________”)
2. _______________________, a limited liability company duly established and
existing under the laws of the Republic of Korea, having its address
at ......................................................... , (hereinafter referred to as the “ H ”);
The’ H ‘ and the____________ hereinafter are collectively referred to as the “Parties”,
and severally as a “Party”.
WHEREAS:
A. The Parties are interested in working together on evaluating various potential
projects or business transactions in Indonesia including development project
located in ............................ (the “Projects”) and the Parties hereby agree to be
bound by the terms and conditions set out under this Agreement.
B. The Parties have therefore agreed to enter into this Agreement in respect of the
Confidential Information disclosed on the terms set out below.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
All capitalized terms used herein shall have the meanings, interpretation and
construction as defined below:
“Confidential Information” shall means any and all information which is
confidential to a Party and disclosed to the other Party, either in writing or orally,
and which is identified as being confidential at the time of disclosure by such
disclosing Party including through its Representatives to the other receiving Party
and/or its Representatives, whether on, before or after the date hereof, in
connection with the Projects and shall include among others, all notes, analyses,
compilations, studies, interpretations or other documents and may also include
commercial, contractual, technical, financial information and/or financial
arrangement(s) information which contain, reflect or are based upon, in whole or
in part, the Confidential Information furnished to and or obtained by the receiving
Party or to its Representatives from the disclosing Party and/or its Representatives

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and it also includes any and all agreements or documentations entered into by the
Parties related to the Projects.
“Representatives” shall mean in relation to a Party, its affiliates and its and their
respective directors, officers, employees, members, agents, controlling persons,
advisors, counsels, lawyers and accountants who need to disclose and/or furnish
and/or receive and consider the Confidential Information for the purpose of the
Projects.
The headings contained in this Agreement are for convenience only and shall not
affect the construction or interpretation of any provisions of this Agreement.
2. INFORMATION
The disclosing Party shall be on its sole discretion to determine what kind of
information and documentations to be disclosed and shared to the receiving Party
for the purpose of the Projects.
3. OBLIGATION OF NON-DISCLOSURE
3.1 In consideration of the disclosure and release of the Confidential Information and
the entering into this Agreement, Parties hereby agree and undertake to hold and
keep secret and in confidential any and all such Confidential Information.
3.2 The receiving Party shall not, and shall procure that its Representatives shall not,
make use of, sell, trade, publish or otherwise disclose or make available in whole
or in part the Confidential Information or any part thereof to any third party and
or to the public, without prior written consent from the disclosing Party.
3.3 The receiving Party shall protect the Confidential Information by observing
complete confidentiality with regard thereto and shall take all necessary measures
to ensure the security and control of any Confidential Information which is in
written or other tangible form by physically restricting the location and use of
such Confidential Information to areas of restricted access.
3.4 The receiving Party shall ensure that only its Representatives whose duties require
them to possess the Confidential Information shall have access to the Confidential
Information provided always that such access shall strictly be to the extent and on
a “need-to-know” basis only. Prior to making any such disclosures to such
persons, each of such Representatives shall be informed of the contents of this
Agreement by the receiving Party and it shall be the responsibility of the receiving
Party to ensure compliance with the terms of this Agreement by each
Representative and to restrain such Representatives from any prohibited or
unauthorized disclosure or use of the Confidential Information. Within 7 (seven)
calendar days upon request by the disclosing Party, the receiving Party shall
provide the list of individuals or entities to whom the Confidential Information is

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disclosed. In any event, the receiving Party shall be responsible for any default or
breach by a Representative to whom it has disclosed the Confidential Information
(notwithstanding that such Representatives may, at any time, cease to be its
Representatives).
3.5 The Parties shall ensure that no part of the Confidential Information will be copied
or reproduced in any form whatsoever by the receiving Party or its
Representatives or any other third party without the express prior written
permission of the disclosing Party.
4. DISCLOSURE DUE TO COURT ORDER OR GOVERNMENTAL
ACTION
In the event that the receiving Party or any of its Representatives are obligated or
requested to disclose any Confidential Information as a result of a court order or
as result of certain law and regulation by any governmental or regulatory
authority, the receiving Party shall immediately inform the disclosing Party. In the
event the disclosing Party determines to seek such protective order or other
remedy, the receiving Party and its Representatives will cooperate with the
disclosing Party in seeking such protective order or remedy.
In the event that such protective order or other remedy is not obtained or not
available under applicable laws and disclosure of the Confidential Information is
required under law, subject to the disclosing Party grants a waiver hereunder, the
receiving Party or its Representatives, as the case may be:
(a) may, without liability hereunder, furnish that portion (and only that
portion) of the Confidential Information, however subject to the opinion
of legal counsel addressed to the disclosing Party stating that the receiving
Party or its Representatives are legally required to disclose such
Information by law; and
(b) will exercise its best efforts to have confidential treatment accorded to any
Confidential Information so furnished.
5. EXCEPTIONS
The Confidential Information shall not include the following information (in
which case the confidentiality obligations herein shall not apply to such
information):
(a) any such information already in the possession of or known to the
receiving Party prior to the time of disclosure by or on behalf of the
disclosing Party, as evidenced by written records and through no breach
by the receiving Party of any confidentiality obligation;

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(b) any such information explicitly approved for release by written
authorization of the disclosing Party;
(c) any such information which is in or becomes part of the public domain
through no fault of or breach of this Agreement by the receiving Party or
its Representatives; or
(d) subject to the receiving Party’ obligations under Article 3 hereof, any such
information which is required to be disclosed by any law, judicial order or
decision, or by any rule, direction or regulation of any regulatory or
governmental authority or any other relevant authority, provided always
that the receiving Party shall notify and consult with the disclosing Party
or its Representatives as to the proposed form, nature and purpose of the
disclosure.
6. REPORTING UNAUTHORISED DISCLOSURE, MISAPPROPRIATION
OR MISUSE OF INFORMATION
The receiving Party shall immediately inform the disclosing Party of any loss of
confidentiality, unauthorized disclosure, misappropriation or misuse by any
person of any Information.
7. LEGAL OR OTHER ACTION TO STOP UNAUTHORISED USE OR
DISCLOSURE
The receiving Party agrees to take, under the control of the disclosing Party or
other party designated by the disclosing Party, any actions, including but not
limited to take any legal proceedings, as necessary to prevent or stop the
unauthorized disclosure or use of the Confidential Information or any part thereof
by any of its Representative, or by any third party who has gained access to the
Confidential Information or any part thereof, due to the willful or gross negligent
act or omission of the receiving Party or any of its Representatives or the failure
by the receiving Party or any of its Representatives to perform any of its
obligations hereunder.
8. NO PUBLICITY
Without prejudice to Article 3.2 of this Agreement, no release or announcement
to the press, whether oral or in writing, relating to any matter contemplated under
this Agreement shall be made by the receiving Party unless the disclosing Party
otherwise agrees in writing and only at such time and in such form and substance
as approved by the Disclosing Party.

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9. NO FURTHER OBLIGATION; NO REPRESENTATION OR
WARRANTY
Each Party acknowledges that this Agreement is not intended to, and does not
obligate any Party to enter into any further discussions, negotiations or agreements
or to otherwise proceed with the acquisition or any potential business relationship
with each other or other third parties. The sole undertakings and obligations of
the Parties shall be those expressly set forth in this Agreement.
Each Party acknowledges that although it will endeavor to disclose those
Confidential Information which it believes to be relevant for the purpose of the
review of the other Party’s investigation, such receiving Party acknowledges and
agrees that the disclosing Party is not making any representation or warranty,
expressed or implied, as to the accuracy, completeness or fitness for a particular
purpose of the Confidential Information, and the disclosing Party will have no
liability to the receiving Party or any other person resulting from the use of said
Confidential Information. The Confidential Information reflects the disclosing
Party’s current views about its future operations and financial performance.
Actual results could differ materially from those projected as a result of various
factors that may be beyond control of the disclosing Party, including but not
limited to effects on the disclosing Party from competition, changes in the prices
of its products or services, limitations on its access to sources of financing on
competitive terms, significant economic or political developments in its industry,
and changes in regulatory and tax environment. Accordingly, the receiving Party
is cautioned not to place undue reliance on these forward-looking statements. In
any event, these statements speak only for their dates, and the disclosing Party
undertakes no obligation to update or revise any of them, whether as a result of
new information, future events or otherwise.
10. REMEDY
It is agreed that a Party shall be entitled to relief at law and in equity, including
but not limited to injunctive relief and specific performance, in the event of any
breach or anticipated breach of the provisions of this Agreement without the
necessity of proving any actual damages.
11. TERMINATION
Subject to any further written agreement that may be made between the Parties
hereto, all of the receiving Party’s obligations as to maintaining confidentiality in
respect of the Confidential Information pursuant to the terms of this Agreement
will terminate upon the earlier of:
(a) 1 (one) year from the date hereof; or

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(b) if the ____________ accepts the ‘ H ‘’s letter of offer pertaining to the
Projects.
Notwithstanding the termination of this Agreement, the Parties agree that the duty of
confidentiality arising from this Agreement in respect of the Confidential Information disclosed
prior to the date of termination shall survive until 3 years from the termination of this Agreement.
12. RETURN OF CONFIDENTIAL INFORMATION
On termination and/or expiration of this Agreement if so requested in writing by
the disclosing Party, the receiving Party shall as soon as practicable upon the
request of the disclosing Party (i) return to the disclosing Party or destroy all the
Confidential Information and all copies of that Confidential Information, in
tangible form which by its nature is capable of return, and (ii) certify in writing to
the disclosing Party that it has returned or destroyed all Information (but in any
case not later than 14 (fourteen) calendar days after requested in writing by the
disclosing Party).
13. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement represents the entire understanding and agreement of the Parties
with respect to the matters contained herein, and may be amended, modified or
waived only by a separate writing executed by the Parties expressly so amending,
modifying or waiving this Agreement.
14. AUTHORIZATION
Each of the undersigned individuals represent and warrant that he/she has the
power and authority to enter into this Agreement and bind their respective
companies as their authorized Representatives.
15. SEVERABILITY
In the event that any clause or part of a clause in this Agreement shall for any
reason, be determined by a court or arbitral tribunal to be invalid or unenforceable,
then the remaining clauses and remaining parts of the clauses shall not be affected,
impaired, or invalidated, and shall remain in full force and effect and shall
continue to be binding upon the Parties. The Parties shall, in any such event, agree
on new clause or part of a clause that would replace such invalid or unenforceable
clause or part of a clause.
16. COUNTERPARTS
This Agreement may be executed in any number of counterparts and delivered by
means of facsimile transmission or otherwise, and each of which when so

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executed and delivered shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.
17. LANGUAGE
The Parties fully understand and acknowledge (i) the existence of the Law of the
Republic of Indonesia No. 24 of 2009 regarding National Flag, Language, Coat
of Arms, and Anthem (the “Law 24/2009”) which requires any agreement
involving an Indonesian party to be executed in the Indonesian language and (ii)
the need of a Presidential Regulation as the implementing regulation of Law
24/2009. Therefore, the Parties hereby agree that the execution of this Agreement
in the English language only, pending the issuance of the Presidential Regulation
as the implementing regulation of Law 24/2009, shall not be deemed as a bad faith
intention of the Parties not to comply with Law 24/2009. Immediately after (i) the
interpretation of Law 24/2009 concerning the foregoing becomes clear or (ii) the
issuance of a Presidential Regulation or any governmental authority or institution’
regulation, policy or instruction, which requires an Indonesian language version
of this Agreement to be executed, the Parties hereby agree to do so in full
compliance with Law 24/2009 which such Indonesian language version shall be
deemed effective as of the date of this Agreement as if it was executed on the date
hereof. In the event of any inconsistency between the English language text and
the Indonesian language text or should there be any dispute on the meaning or
interpretation of certain provisions, the Parties hereby agree that the English
language text shall prevail. Neither Party shall bring any claim against the other
on the basis of non-compliance with Law 24/2009.
18. GOVERNING LAW AND ARBITRATION
18.1 This Agreement shall be governed by and construed and enforced in accordance
with the laws of the Republic of Indonesia. All disputes. controversies or
disagreements which may arise between the Parties in relation to or in connection
with this Agreement shall be finally settled by arbitration. Any dispute between
the Parties arising out of or concerning this Agreement shall be settled by
arbitration in Badan Arbitrase National Indonesia (“BANI”) with BANI rules, and
shall be conducted in the English language.
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IN WITNESS WHEREOF the Parties hereby set their respective hands on the date first
above written.
THE ____________
PT. ____________
___________________________
Name: .....................................
Title: EXECUTIVE DIRECTOR
THE ‘ H ‘
_______________________
___________________________
Name: ..................................
Title: GENERAL MANAGER