|
Date: |
xxxx |
|
To: |
NAME OF COMPANY (whose details are more particularly set out in Column 1 of Schedule 1 hereto (“the Disclosing Party”) |
DEAR SIR,
CONFIDENTIALITY AGREEMENT
Reference is made to the interest of [COMPANY A] (“COMPANY A”) to evaluate a business proposal in respect of the company(ies) named in Column 2 of Schedule 1 to this letter (individually and collectively the “Company”) (such proposal shall hereinafter be referred to as the “Proposed Transaction“)
In connection with [COMPANY A]’s interest in evaluating the Proposed Transaction, [COMPANY A] will be furnished, whether orally or in writing, certain information in its original form and/or a copy thereof with respect to the Company that is of a non-public, confidential or proprietary nature (collectively “Confidential Information” which term shall extend to information on the status or terms of the discussions or negotiations taking place between [COMPANY A] and the Disclosing Party concerning the Proposed Transaction).
1. In reliance on the Disclosing Party’s representation that it is duly authorized to provide the Confidential Information to [COMPANY A], [COMPANY A], upon accepting the terms of this letter and receipt of the Confidential Information, undertakes and agrees as follows:-
a) hold the Confidential Information supplied to it confidential and disclose the Confidential Information only to its employees, advisors, Affiliates and representatives who are concerned with advising [COMPANY A] on the Proposed Transaction (“Permitted Recipients”) and ensure that none of the Permitted Recipients will disclose the Confidential Information to any other person the disclosure of which would be a contravention of the terms of this letter. In this regard, [COMPANY A] agrees to be liable for any breach of this agreement by any of its Permitted Recipients whereupon the Disclosing Party shall be entitled to take such action against [COMPANY A] for all and any liabilities, claims, causes of action, costs and expenses (including attorney fees and expenses) arising out of the breach of this agreement by [COMPANY A] or its Permitted Recipients;
b) to use the Confidential Information provided solely in connection with assessing the Proposed Transaction;
c) secure the Confidential Information in such a way as to prevent unauthorised access;
d) use [COMPANY A]’s best efforts to ensure that the Permitted Recipients to whom disclosure of any Confidential Information is made complies with all provisions of this letter; and
e) not to disclose to any person or entity that the Confidential Information has been made available to [COMPANY A] or that discussions or negotiations are taking place between [COMPANY A] and the Disclosing Party concerning the Proposed Transaction.
2. The terms of this agreement shall not apply to Confidential Information which:
a) is publicly available at the time of disclosure, or following that time becomes publicly available otherwise than as a result of [COMPANY A]’s and/or any of the Permitted Recipients’ failure to comply with terms of this letter;
b) is lawfully in [COMPANY A]’s possession prior to disclosure by the Disclosing Party Group;
c) comes into [COMPANY A]’s possession otherwise than through disclosure by the Disclosing Party and/or any member of the Disclosing Party Group; or
d) is required to be disclosed by law, or by any authority having jurisdiction over [COMPANY A] (including its auditors and stock exchange) or in relation to any inquiry or investigation by any governmental, official or regulatory body;
e) is independently developed by [COMPANY A] and/or its Affiliates without reference to the Confidential Information;
f) is disclosed with the prior written consent of the Disclosing Party and/or any member of the Disclosing Party Group.
3. If [COMPANY A] is required by any law, regulation, regulatory or supervisory authority having jurisdiction over it to disclose any Confidential Information, it will promptly notify the Disclosing Party of such requirement so that the Company and/or the Disclosing Party may seek an appropriate injunction or waive compliance with the provisions of this agreement. If, after such notice is provided, [COMPANY A] is, in the opinion of its counsel, compelled to disclose the Confidential Information, [COMPANY A] may disclose that portion of the Confidential Information which its counsel advises it that it is compelled to disclose. [COMPANY A] shall further request the recipient of such Confidential Information to accord it with confidentiality treatment to the extent permitted by law.
4. In the event that [COMPANY A] decides not to pursue the Proposed Transaction or discussions in connection with the Proposed Transaction are discontinued, [COMPANY A] shall if instructed by the Disclosing Party in writing, either redeliver to the Disclosing Party the Confidential Information, or destroy or permanently erase the Confidential Information and all other copies thereof and confirm such destruction/erasure to the Disclosing Party in writing. Subject to paragraph 9 below, all of [COMPANY A]’s obligations hereunder and all of the Company’s rights and remedies hereunder shall survive any return or destruction of the Confidential Information.
5. [COMPANY A] acknowledges that disclosure of the Confidential Information in violation of the terms of this agreement will have serious consequences, and agrees that, in the event of any breach by it or its Permitted Recipients of this agreement, the Disclosing Party and/or the Company will be entitled to apply for equitable relief (including injunction and specific performance) in addition to all other remedies available to it at law or in equity.
6. [COMPANY A] acknowledges and agrees that none of the Disclosing Party Group (i) makes any representation or warranty, express or implied, as to, or assumes any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information 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 be otherwise liable to [COMPANY A] or any other person in respect of the Confidential Information except as expressly stated otherwise in any written agreement entered into between [COMPANY A] and the Company and/or its Affiliates in respect of the Proposed Transaction.
7. [COMPANY A] acknowledges that this agreement is made for the benefit of the Company and its Affiliates and that each of them shall have the right to enforce the terms of this agreement.
8. For the purpose of this agreement, “Affiliates” shall mean any person or entity controlling, controlled by or under common control with the relevant party
9. Notwithstanding the foregoing provisions, [COMPANY A]’s obligations hereunder shall expire 24 months from the date of this letter (unless otherwise agreed in writing by [COMPANY A] and the Disclosing Party) whereupon this agreement shall terminate and become null and void.
10. This letter and the attached schedules is the only agreement between us with respect to the subject matter hereof and sets forth the entire agreement of the parties with respect to such subject matter. .
This agreement shall be governed by and construed under the laws of Singapore.
Sincerely yours,
|
|
|
|
|
|
Name: |
|||
|
On behalf [COMPANY A]
|
|||
|
Agreed and acknowledged by and on behalf of the Disclosing Party named below. |
|||
|
|
|
|
|
|
Name: |
|||
|
Designation: |
|||
Schedule 1 to the Confidentiality Agreement between [COMPANY A] and the Disclosing Party named below.
|
Column |
Item |
|
Details |
|
1 |
Disclosing Party |
Name: |
|
|
|
|
Registered Office: |
|
|
|
|
Business Address (if different): |
|
|
|
|
Company No. /Registration details: |
|
|
|
|
Telephone No.: |
|
|
|
|
Fax No.: |
|
|
|
|
Website: |
|
|
|
|
Contact person: |
|
|
|
|
Email: |
|
|
|
|
Telephone No.: |
|
|
|
|
Other details (if applicable): |
|
|
|
|
|
|
|
2 |
Proposed Transaction |
|
|
|
|
name of company /sponsor |
Name: |
|
|
|
|
Address: |
|
|
|
|
Details of Business: |
|
|
|
|
|
|
|
|
name of project |
location |
|
|
|
|
type |
|
|
|
|
other details |
|
|
|
|
|
|
*add or delete as applicable
Note for Disclosing Party: Kindly initial all pages of the Schedule(s).
