Mutual NDA DIALR Pte. Ltd.
[Registration Number: 202131039Z]
Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is made between
DIALR Pte. Ltd (Reg. 202131039Z),
a company incorporated as a limited liability company organized under the laws of
Singapore with its principal place of business at 14-04 SBF Centre, 160 Robinson
Road, 068914, Singapore, hereinafter referred to as " DIALR "
and
FIRST / LAST NAME ____________________________ ID:
___________________
a private citizen of ___________________________________ with principal place
of residence at
_________________________________________________________
referred to as " PARTY ".
Preamble
WHEREAS DIALR and PARTY (individually referred to as “Party” and
collectively as the "Parties") will be exchanging confidential business-related
documents, subsequently referred to as "Information".
WHEREAS, for the purposes of this Agreement, Information means any and
all information in whatever form disclosed orally or in writing including, without
limitation, information regarding the products of the Parties and specification and
components contained within them, and information, including but not limited to
product plans, specifications, market strategy, factory planning and installation,
together with any reproductions of such information in any form or medium or any
part of such information, whether disclosed before or after the date of this Agreement
provided that the confidential status of the information is identified as such (directly or
indirectly) by use of the term “confidential” or similar terms.
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Mutual NDA DIALR Pte. Ltd. [Registration Number: 202131039Z]
The Parties NOW THEREFORE agree as follows:
ARTICLE 1
Obligation to Secrecy
1.1 The Parties agree that either Party receiving Information from the other Party
shall treat this Information as entrusted business secrets with strictest
confidentiality, shall not disclose this Information to any third party and shall
take all necessary precautions that no unauthorized person receives
knowledge thereof.
1.2 Each Party undertakes to treat Information disclosed by the other Party with
the same degree of care afforded to its own confidential documents, samples
and models.
ARTICLE 2
Disclosure for Special Purpose only
The Parties agree that the Information may be used only to explore the possibility of
current or future business cooperation. Any other use requires prior written consent
of the other Party.
ARTICLE 3
Secrecy Obligation for Employees
3.1 Each Party may allow only employees, vicarious agents or subcontractors
involved in a project specified by the Parties to fulfill the objective of this
Agreement to have knowledge of and access to confidential Information
disclosed by the other Party.
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Mutual NDA DIALR Pte. Ltd. [Registration Number: 202131039Z]
3.2 Each Party shall conclude a non-disclosure agreement with such employees,
vicarious agents or subcontractors who have knowledge of and access to
confidential Information.
3.3 Each Party is liable for damages arising from any violation of non-disclosure
obligations by its employees, vicarious agents or subcontractors.
ARTICLE 4
Affiliates
The Parties agree that Confidential Information, as described herein, disclosed by
either Party to the other Party will be governed by this Agreement, and that the
Parties are permitted to disclose Confidential Information to any of their Affiliates who
have a reasonable need for such information for the purpose set forth in the
Preamble above. The Parties shall ensure that such Affiliates comply with the
provisions of this Agreement. For the purposes of this Agreement, Affiliate shall
mean any corporation, partnership, or other entity that, directly or indirectly, owns, is
owned by, or is under common ownership with, such party hereto, for so long as
such ownership exists. For the purposes of the foregoing, "own," "owned," or
"ownership" shall mean ownership of more than fifty percent (50%) of the stock or
other equity interests entitled to vote for the election of directors or an equivalent
governing body.
ARTICLE 5
Limitation of Liability
The Parties are not liable for the correctness or completeness of disclosed
Information. Both Parties shall, however, use reasonable care.
ARTICLE 6
Object of Obligation to Secrecy
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Mutual NDA DIALR Pte. Ltd. [Registration Number: 202131039Z]
6.1 The obligations of confidentiality shall not apply to Information which
(a) prior to the disclosure was known by the recipient without any obligation
of confidentiality,
(b) at the time of its disclosure or thereafter was or has become a part of
the public domain without the recipient being responsible for it,
(c) a third party has lawfully and without breach of any non-disclosure
obligation made known or available to the recipient,
(d) the recipient can prove was developed independently,
(e) has been made known or available by the disclosing Party to third
parties without any non-disclosure obligations, or
(f) has been released in writing to the other party for publication.
6.2 The burden of proof lies with each Party that the Information disclosed to it is
not subject to this obligation of confidentiality.
ARTICLE 7
Intellectual Property
7.1 No patent, license, copyright, utility model or any other intellectual property
right is transferred under this Agreement and no entitlement to use these
rights is granted under this Agreement.
7.2 The Parties agree not to file for any industrial property rights, copyrights or
similar rights for the protection of intellectual property based on Information
received from the other party.
ARTICLE 8
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Mutual NDA DIALR Pte. Ltd. [Registration Number: 202131039Z]
Obligation to return
All disclosed documentation and any materials, including copies of these documents
and materials and any data recording on any kind of data carrier shall immediately
and in its entirety be returned to a Party on demand.
ARTICLE 9
Term of Agreement
This Agreement shall become effective upon its signing by both Parties and shall
have a term of two (2) years. Either Party may terminate this Agreement at any time
by giving thirty (30) days prior written notice to the other Party. Unless otherwise
agreed to in writing by the Parties hereto, the obligations set forth herein shall survive
any termination or expiration of this Agreement for a period of five (5) years from the
date of any such termination or expiration.
ARTICLE 10
Changes and Additions
This Agreement is not supplemented by any verbal stipulations or understandings
between the Parties. Amendments and supplements to this Agreement, including this
provision regarding the written form, must be made in writing.
ARTICLE 11
Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the Republic of Singapore. Any
disputes arising out of this Agreement or any other stipulations in connection with this
Agreement shall be finally settled under the Rules of Arbitration of the Republic of
Singapore by arbitrators appointed in accordance with the said Rules. Place of
Arbitration shall be the city state of Singapore and the proceedings shall be held in
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Mutual NDA DIALR Pte. Ltd. [Registration Number: 202131039Z]
the English language. The decision rendered by the arbitrators may be enforced by
any court of competent jurisdiction.
ARTICLE 12
Severability
Should one or more of the provisions of this Agreement be held unenforceable or
invalid for any reason, the remaining provisions shall remain unaffected. Taking into
account the economic purpose of this contract and utilizing the legal methods of
interpretation, conversion and amendment, the parties undertake to replace an
invalid or unenforceable provision with a valid provision that corresponds as closely
as possible to the invalid or unenforceable provision and gives effect as far as
possible to the intentions of the Parties. The valid provision will take effect for the
future.
On behalf of DIALR: On behalf of ENTITY:
Name: Angus Pohl Name:
Title: Founder & CEO Title:
Place: Place:
Date: Date:
Signature: Signature:
