Privacy Policy
This Agreement is entered into this [DATE] by and between __________, registered at __________ represented by its Director __________, and [Second party; address]. __________and [Second Party] intend to disclose certain information to each other, which may include proprietary and/or confidential information, in connection with possible business opportunities between the parties.
1. The term “Confidential Information” shall mean any and all information which is disclosed by one party to the other, except for information which the receiving party can demonstrate: (a) is or becomes available to the public through no breach of this Agreement; (b) was previously known by the receiving party without any obligation to hold it in confidence; (c) is received from a third party free to disclose such information without restriction; (d) is independently developed by the receiving party without the use of confidential or proprietary information of the disclosing party; (e) is approved for release by written authorization of the disclosing party, but only to the extent of such authorization; or (f) is required by law or regulation to be disclosed or is disclosed in response to a valid order of a court or other governmental body of Singapore or any political subdivision thereof, but only to the extent of and for the purposes of such required disclosure or order, and only if the receiving party first notifies the disclosing party and permits the disclosing party to seek an appropriate protective order.
2. The terms “receiving party” and “disclosing party” include each party’s corporate affiliates that disclose or receive Confidential Information. The rights and obligations of the parties hereto shall therefore also inure to such affiliates and may be directly enforced by or against such affiliates.
3. With respect to any Confidential Information disclosed under this Agreement, the receiving party agrees that it shall: (a) use the Confidential Information only for the purpose of evaluating potential business opportunities with the disclosing party and in furtherance of any such opportunity which the parties mutually agree to explore; (b) hold the Confidential Information in confidence, exercising a degree of care not less than the care used by such party to protect its own proprietary or confidential information; (c) restrict disclosure of the Confidential Information to employees of the receiving party and its affiliates with a “need to know” and not disclose it to any other person or entity without the prior written consent of the disclosing party; (d) advise those employees who access the Confidential Information of their obligations with respect thereto; and (e) copy the Confidential Information only as necessary for those employees who are entitled to receive it, and ensure that all confidentiality notices are reproduced in full on such copies.
4. All Confidential Information shall be deemed the property of the disclosing party and, upon request, the receiving party will return to the disclosing party all Confidential Information received in tangible form, or will destroy all such Confidential Information and certify in writing to the disclosing party that all such information has been destroyed. If either party loses or makes an unauthorized disclosure of the other party’s Confidential Information, it shall notify such other party immediately and use all reasonable efforts to retrieve the lost or wrongfully disclosed information.
5. Neither this Agreement nor any discussions or disclosures hereunder shall be deemed a commitment to any business relationship, contract, or future dealing with the other party.
6. Each party retains the right, in its sole discretion, to determine whether to disclose its Confidential Information to the other party, and disclosure of information of any nature shall not obligate the disclosing party to disclose any further information.
7. The parties agree that an impending or existing breach of this Agreement would cause the disclosing party irreparable injury for which it would have no adequate remedy at law, and that the disclosing party shall be entitled to equitable relief including immediate injunctive relief prohibiting such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity.
8. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given with respect to any Confidential Information disclosed under this Agreement or any use thereof, except that the disclosing party warrants that it has the authority to make the disclosures contemplated hereunder.
9. This Agreement may not be assigned by either party without the prior written consent of the other. No permitted assignment shall relieve the receiving party of its obligations hereunder with respect to Confidential Information disclosed to it prior to the assignment. Any assignment in violation of this section shall be void. This Agreement shall be binding upon the parties’ respective successors and permitted assigns.
10. This Agreement shall be governed by and construed in accordance with the international law. If any provision of this Agreement is unenforceable, the remaining provisions shall, to the fullest extent possible, be carried into effect taking into account the general purpose and spirit of this Agreement.
11. Any notice to be provided pursuant to this Agreement shall be in writing and shall be given by personal delivery, by overnight courier, or by registered or certified mail, return receipt requested, addressed to the respective party at the address set forth at the beginning of this Agreement. Notice shall be deemed given upon receipt.
12. No amendment, modification, or waiver of the terms or provisions of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative. The waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach of this Agreement.
13. This Agreement shall be effective as of the date set forth at the beginning and shall continue until terminated by either party upon thirty (30) days prior written notice to the other. All obligations undertaken with respect to Confidential Information disclosed pursuant to this Agreement shall survive termination of this Agreement for a period of two (2) years.
14. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and shall bind each party with respect to all Confidential Information received by it prior to the expiration of this Agreement.
The parties’ assent to the terms of this Agreement is confirmed by the following signatures of their respective duly authorized representatives:
Represented by: __________
Title: __________
Signature: __________
Date: __________
[Second Party]
Represented by: __________
Title: __________
Signature: __________
Date: __________
