NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into as of 10th February 2025.
BETWEEN:
…………………………………which expression shall where the context so admits include its successors-in-
title and assigns).
AND
………………………………which expression shall where the context so admits include its successors-in-title
and assigns).
………………………………hereinafter referred to jointly as the “Parties” and individually as “Party”.
WHEREAS
a. Each Party wishes to receive confidential information with regards to potential joint venture (the
“Permitted Purpose”).
b. The Parties wish to enter this Agreement, to define certain parameters of the future legal obligations,
and are bound by a duty of confidentiality with respect to their sources and contacts.
c. Either or both of the Parties is/are in possession of certain proprietary information, which it/they is/are
willing to disclose to the other (“Recipient”) and the Recipient is willing to be informed of.
Now, therefore, in consideration of the mutual promises, assertions and covenants herein and other good and
valuable considerations, the receipt of which is acknowledged hereby, the Parties hereto mutually and
voluntarily agree as follows:
1. DEFINITIONS
1.1 For the purposes of this Agreement, the following words shall have the following meanings:
1.1.1 ‘Information’ shall include information whether of a technical, commercial or any other
nature whatsoever provided directly or indirectly by the Disclosing Party to the Receiving
Party in oral or documentary form or by way of models or other tangible form or by
demonstrations and whether before, on or after the date of this Agreement.
1.1.2 ‘Confidential Information’ shall mean:
1.1.2.1 Information not generally known to third parties which is disclosed by the Disclosing
Party to the Receiving Party relating to technical know-how, trade secret information,
technical infrastructure locations namely physical sites where key components of IT
systems are housed., financial and business information including, but not limited to,
agreement between parties, bill of sale of any ship, strategic asset, organizational
strategies, business location strategies, financial strategies and other contract
discussions including but not limited to tender jointly entered by Parties and
strategies, prospective investor lists and strategies, operational strategies, analysis,
proposals, and marketing information. Such information may be may or may not be
designated or marked “confidential” or the like;
1.1.2.2 Information that is imparted orally by the Disclosing Party or its representatives to the
Receiving Party in confidence at the time of disclosure that was imparted;
1.1.2.3 Any note or record of the disclosure and any evaluation materials prepared by the
Parties and imparted orally that incorporates any Confidential Information;
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1.1.2.4 Any copy of any of the foregoing; and
1.1.2.5 The disclosure of the pending Project between the Parties to any third party.
1.1.3 ‘Disclosing Party’ shall mean the party to this Agreement that discloses Information, directly
or indirectly to the Receiving Party under or in anticipation of this Agreement.
1.1.4 ‘Receiving Party’ shall mean the party to this Agreement that receives Information, directly
or indirectly from the Disclosing Party.
IT IS AGREED AS FOLLOWS:
2. CONFIDENTIALITY OBLIGATIONS
2.1 In consideration of the Disclosing Party providing Confidential Information, at its discretion, to the
Receiving Party, the Receiving Party shall:
2.1.1 Keep the Confidential Information secret and confidential;
2.1.2 Neither disclose nor permit the disclosure of any Confidential Information to any person,
except for disclosure to Authorised Persons in accordance with clause 3, or in terms of statute,
an order of a court, by operation of any rule, regulation or practice of any relevant government
agency or regulatory authority or other public body in accordance with clause 6;
2.1.3 Not use the Confidential Information for any purpose, whether commercial or non-
commercial, other than the Permitted Purpose;
2.1.4 Make only such limited number of copies of the Confidential Information as are required for
the Permitted Purpose, and provide those copies only to Authorised Persons;
2.1.5 Not use, publish, disseminate or otherwise communicate, directly or indirectly, in whole or in
part, at any time or in any manner, any Confidential Information to any third party without the
prior written consent of the Disclosing Party; and
2.1.6 Take proper and all reasonable measures to ensure the confidentiality of the Confidential
Information.
3. DISCLOSURE TO AUTHORISED PERSON
3.1 The Receiving Party may disclose the Confidential Information to those of its officers, employees
and professional advisers (together, ‘Authorised Persons’) who:
3.1.1 Reasonably need to receive the Confidential Information to enable the Receiving Party to
achieve the Permitted Purpose;
3.1.2 Have been informed by the Receiving Party (a) of the confidential nature of the Confidential
Information and (b) that the Disclosing Party provided the Confidential Information to the
Receiving Party subject to the provisions of a written confidentiality agreement;
3.1.3 In the case of the Receiving Party’s officers and employees, have written confidentiality
obligations to the Receiving Party that (a) are no less onerous than the provisions of this
Agreement and (b) apply to the Confidential Information, and who have been instructed to
treat the Confidential Information as confidential;
3.1.4 In the case of the Receiving Party’s professional advisers have agreed with the Receiving Party
in writing to comply with the obligations of the Receiving Party under this Agreement, and
that agreement provides that the Disclosing Party will be entitled to enforce the agreement as a
third-party beneficiary; and
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3.1.5 In the case of the Receiving Party’s solicitors, have confirmed that they will treat the
Confidential Information as if it were the Receiving Party’s confidential information and
therefore subject to the rules of the Legal Practitioners Act and Rules of Professional Conduct
concerning client information.
3.1.6 The Receiving Party shall be responsible for taking reasonable action to ensure that its
Authorised Persons comply with the Receiving Party’s obligations under this Agreement and
shall be liable to the Disclosing Party for any breach of this Agreement by such Authorised
Persons.
4. NON-CIRCUMVENTION OBLIGATIONS
4.1 Non-Circumvention: The Receiving Party and/or its affiliates shall not, in any manner access,
solicit, accept and/or conduct any business from sources that have been made available by and
through Disclosing Party. The Receiving Party and/or its affiliates covenants that the Disclosing
Party shall be present in the engagement of any transaction(s) with sources that have been made
available by and through the Disclosing Party. The Receiving Party and/or its affiliates shall not, in
any manner circumvent and/or attempt such circumvention of Disclosing Party and/or any of the
parties involved in the transaction(s). The Receiving Party agrees that all communications
regarding the transaction(s), requests for additional information, and discussions or questions
regarding procedures will be submitted or directed to Disclosing Party and not directly with any
other party. A source will be considered as having been made available if the Receiving Party does
not inform the Disclosing Party in writing within three calendar days that a source has pre-existing
business with the Receiving Party.
4.2 Compensation: In the event of any threatened or actual circumvention by any of the undersigned
Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary
compensation equal to the maximum service it should realize from such a transaction, plus any and
all expenses, including any and all legal costs and expenses in lieu of recovery of such
compensation. Without limiting the foregoing, the Receiving Party and/or its affiliates shall not use
Confidential Information obtained from the Disclosing Party to compete with or adversely affect
the business or operations of the Disclosing Party and/or its affiliates or those doing business with
them. The Disclosing Party shall also have the right to obtain a temporary or permanent injunction
or order prohibiting the Receiving Party and/or its affiliates from breaching or intending to breach
this Agreement. The provisions of this paragraph shall not limit any of the Disclosing Party’s
remedies at law or equity.
5. ACKNOWLEDGMENT
The Receiving Party acknowledges that the Confidential Information is a valuable proprietary asset of
the Disclosing Party and constitutes trade secrets of the Receiving Party and agrees that the Receiving
Party has a duty to maintain the Confidential Information as confidential and secret.
6. EXCEPTIONS TO CONFIDENTIALITY OBLIGATIONS
The Receiving Party’s obligations under clause 2 shall not apply to Confidential Information that:
6.1 The Receiving Party possessed before the Disclosing Party disclosed it to the Receiving Party;
6.2 Is or becomes publicly known, other than as a result of breach of the terms of this Agreement by the
Receiving Party or by anyone to whom the Receiving Party disclosed it; or
6.3 The Receiving Party obtains from a third-party, and the third-party was not under any obligation of
confidentiality with respect to the Confidential Information; or
6.4 Is independently developed by any of the Receiving Party’s employees who have not had any direct or
indirect access to, or use or knowledge of, the Disclosing Party’s Confidential Information.
7. RETURN OF INFORMATION AND SURVIVING OBLIGATIONS
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7.1 Subject to clause 7.2, the Receiving Party shall (a) at the Disclosing Party’s request, and also (b)
upon any termination of this Agreement:
7.1.1 Return and provide to the Disclosing Party all documents and other materials that contain any
of the Confidential Information, including all copies made by the Receiving Party
representatives;
7.1.2 Permanently delete all electronic copies of Confidential Information from the Receiving
Party’s computer systems; and
7.1.3 Provide to the Disclosing Party a certificate, signed by an officer of the Receiving Party,
confirming that the obligations referred to in clauses 7.1.1 and 7.1.2 have been met.
7.2 As an exception to its obligations under clause 7.1, the Receiving Party may retain one copy of the
Confidential Information, in paper form, in the Receiving Party’s legal files for the purpose of
ensuring compliance with the Receiving Party’s obligations under this Agreement.
7.3 Following the date of any termination of this Agreement, or any return of Confidential Information
to the Disclosing Party (‘Final Date’), (a) the Receiving Party shall make no further use of the
Confidential Information, and (b) the Receiving Party’s obligations under this Agreement shall
otherwise continue in force, in respect of Confidential Information disclosed prior to the Final
Date, in each case for a period terminating on the later of (i) three years from the date of this
Agreement or (ii) three years from the date of which Confidential Information is last disclosed
under this Agreement.
8. GENERAL
8.1 This Agreement does not include, expressly or by implication, any representations, warranties or
other obligations:
8.1.1 To grant the Receiving Party any licence or rights other than as may be expressly stated in this
Agreement;
8.1.2 To require the Disclosing Party to disclose, continue disclosing or update any Confidential
Information;
8.1.3 To require the Disclosing Party to negotiate or continue negotiating with the Receiving Party
with respect to any further agreement, and either party may withdraw from such negotiations at
any time without liability; nor
8.1.4 As to the accuracy, efficacy, completeness, capabilities, safety or any other qualities
whatsoever of any information or materials provided under this Agreement.
9. EFFECT OF TERMINATION
To the fullest extent permitted by law, the termination of the discussions or relationship between the
Parties shall not relieve the Receiving Party or its employees of the obligation created by this
Agreement or the obligation to return or destroy the materials embodying the Confidential Information
(where legally permissible).
10. ENTIRE AGREEMENTS
This Agreement represents the entire understanding between the Parties with respect to the non-
disclosure and non-circumvention obligations hereof, and supersedes any and all prior agreements or
understandings between them whether written or oral, with respect to the subject matter hereof, and
shall not be amended or modified except in writing signed by the parties hereto.
11. WAIVER
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No waiver by either party, whether express or implied, of any provision of this Agreement, or of any
breach thereof, shall constitute a waiver of such provision or a breach or waiver of any other provision
of this Agreement.
12. SUCCESSORS AND ASSIGNS
This Agreement may not be assigned by either party without the prior written consent of the other party,
such consent not to be unreasonably withheld.
13. SEVERABILTY
If any provision of this Agreement is invalid under any applicable statute or rule of law it is to that
extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the
maximum extent possible.
14. AMENDMENTS
No amendment or modification of the terms or conditions of this Agreement shall be valid unless in
writing and signed by the Parties hereto.
15. NOTICES
Any notice or other communication required or permitted in this Agreement shall be in writing and
shall be deemed to have been duly given when received. Notice may be served personally or by
facsimile or electronic mail transmission with confirmation, or by acknowledged courier delivery and
addressed to the respective parties at the addresses set forth above or at such other addresses as may be
specified by either party.
16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Singapore, without
regard to the conflict of laws principles thereof that would cause the law of another jurisdiction to
apply. In the event of any dispute, controversy or difference between the parties arising out or in
connection with this Agreement, the Parties shall use their best endeavours to amicably and informally
settle such disputes or differences. Any dispute that is not settled amicably or by informal negotiations
within a period of seven calendar days shall be finally referred to and finally resolved by arbitration in
Singapore in accordance with the Rules of Arbitration of the Singapore International Arbitration
Center (SIAC) for the time being in force, before a single arbitrator appointed in accordance with
SIAC Rules. The language of arbitration shall be in the English Language. The decision of the
Arbitrator shall be final, conclusive and binding on all parties.
For and on behalf of For and on behalf of
_______________________ ________________________
Signature Signature
Name: Name:
