Dated 21 October 2014

Between

YYYYYYY App Project Team

And

XXX Group Pte Ltd

NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on 21 October 2014

BETWEEN:
(1)

YYYYYYY App Project Team, comprises a team of members

ZZZZZ,VVVVV,WWWWW - individuals who have collaborated to create an application
platform to deliver a new service offering (YYYYYYY); and

(2)

XXX Group Pte Ltd, a company incorporated in Paris and having its principal address
at 1234 Rue Montorgueil, 75002 Paris ("XXX").

WHEREAS:
(A)

YYYYYYY is evaluating a proposal dated 21 October 2014 from XXX (the " Proposal")
for the provision of Application Development (the "Services") in connection with
YYYYYYY App Project (the Project).

(B)

YYYYYYY possesses confidential information which may be disclosed to XXX during

XXX's performance of the Services or in connection with the Project and XXX agrees
that YYYYYYY' disclosure of its proprietary and/or confidential information to XXX is
subject to the terms and conditions of this Agreement.

NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

CONFIDENTIAL INFORMATION
1.1. The term Confidential Information for the purpose of this Agreement shall mean:
(a) any and all information in connection with the Project or relating to YYYYYYY, or any
clients or business partners of YYYYYYY obtained from any source, including without
limitation information received from YYYYYYY, which is disclosed, furnished or
communicated to XXX through XXX's directors, officers, employees, representatives, or
agents (collectively referred to as Representatives);
(b) any and all information disclosed by YYYYYYY to XXX which is in writing or other
tangible form and clearly marked as proprietary or confidential at the time of disclosure
or which is not in tangible form but is clearly identified by YYYYYYY as proprietary or
confidential at the time of disclosure; or
(c)

any and all information obtained as a result of being allowed access to any
premises where YYYYYYY may carry on business.

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1.2. For the avoidance of doubt the parties confirm, without limiting the generality of Clause
1.1, that Confidential Information may comprise of the following types of information
and materials, and other similar information and materials, whether or not reduced into
writing:
(a) designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries,
models and data;
(b) computer software in source or object code form, computer software documentation
and any source material relating to computer software including flowcharts and
diagrams;
(c) marketing techniques and materials, marketing plans, timetables, strategies and
development plans (including prospective trade names and trademarks);
(d) client names and other information relating to clients, and pricing policies; and
(e)
1.3

information on students and staff, and financial information.

Notwithstanding any other provision of this Agreement, the parties acknowledge that
Confidential Information shall not include any information that:
(a)

is or becomes publicly available without breach of this Agreement;

(b)

was previously in the possession of XXX and which was not acquired directly
or indirectly from YYYYYYY as evidenced by written records;
(c) XXX lawfully receives without any obligation of confidentiality from a third party;
or

(d)

is required to be disclosed by law, regulation, regulatory requirement or order

of court.

OBLIGATIONS OF CONFIDENTIALITY

2.1

XXX hereby agrees to hold and keep in strictest confidence any and all Confidential
Information.

2.2

XXX undertakes that its Representatives shall make use of the Confidential Information
only for the purpose of performing the Services.

2.3

XXX shall take all steps and measures to minimise the risk of disclosure of the
Confidential Information by ensuring that only such of XXX's Representatives who are
directly involved in the Project and whose duties require them to possess the
Confidential Information shall have access to the Confidential Information on a needto-know basis.

2.4

In respect of each Representative to whom XXX discloses Confidential Information in

accordance with this Agreement or who receives Confidential Information on behalf of
XXX, XXX must:

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(a)

inform that Representative of XXX's obligations under this agreement;

(b)

procure that each Representative strictly observes all of XXX's obligations

under this Agreement as if those obligations were imposed on that person; and

(c)

generally ensure that no officer, employee, adviser or agent of XXX does

anything which, if done by XXX, would be inconsistent with this Agreement.

In any event, XXX shall be responsible for any breach of the terms of this Agreement
by any of its Representatives and shall take all measures (including but not limited to
court proceedings) to restrain such Representatives from prohibited or unauthorised
disclosure or use of the Confidential Information.
2.5

XXX shall ensure that the Confidential Information will not be copied or reproduced in
any form whatsoever by XXX, its Representatives or any other third parties save as
may be necessary for the purposes contemplated in Clause 2.2.

2.6

XXX shall also ensure the security and control of any Confidential Information which is
in documentary or other tangible or intangible form by physically restricting the location
and use of such Confidential Information to areas of restricted access in XXX's
premises and by storing such Confidential Information in a manner which does not
permit unauthorised access.

2.7

XXX hereby agrees that it shall promptly return to YYYYYYY any or all Confidential
Information or destroy such Confidential Information upon the request of YYYYYYY at
any time.

2.8

XXX shall not and shall procure that none of its Representatives shall, publish any
news releases, publicity or marketing materials, or make any references, statements,
announcements or denial or confirmation in any medium concerning all or any part of
the Project, including without limitation, the existence of this Agreement, without the
express written permission of YYYYYYY, which permission may be granted or withheld
in YYYYYYY' sole discretion.

PROPERTY OF THE PARTIES

1.1. All information, notes, analyses, compilations, studies, specifications, drawings or other
documents produced, developed or compiled by XXX and/or its Representatives from
the Confidential Information (the Derivatives) shall be deemed to be Confidential
Information and the obligations in this Agreement in relation to such Confidential
Information shall apply to XXX in respect of the Derivatives.
1.2. Nothing in this Agreement shall be construed as granting expressly or by implication
during the duration of this Agreement or thereafter, any transfer, assignment, license on
any other rights in respect of any license, patent, copyright or any other industrial or
intellectual property right in force and belonging to YYYYYYY which rights shall remain
vested in and the absolute property of YYYYYYY.
1.3. The parties confirm and agree that even though Confidential Information provided by
YYYYYYY will be provided in good faith, YYYYYYY makes no representation or
warranty, whether written, oral, statutory, express or implied with respect to such
information, including without limitation, any warranty of merchantability, satisfactory

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quality or of fitness for any particular purpose, and YYYYYYY shall not be liable for any
damages whatsoever that may be suffered by XXX, including direct or consequential
damages, resulting from the receipt or use of such information.
4

DISCLOSURE DUE TO COURT ORDER/GOVERNMENTAL ACTION

4.1

In the event that XXX or any of its Representatives are obligated to disclose any
Confidential Information as a result of a court order or pursuant to governmental action,
XXX shall immediately inform YYYYYYY so that YYYYYYY is given an opportunity to
raise to the relevant authority requiring such disclosure objections to such disclosure.
Should any such objection by YYYYYYY be unsuccessful, XXX or its Representative(s)
so obligated to disclose Confidential Information may disclose only such Confidential
Information to the extent required by the relevant court order or governmental action.

REPORTING UNAUTHORISED DISCLOSURE

5.1

XXX shall immediately advise the YYYYYYY of any unauthorised disclosure,

misappropriation or misuse by any person of any Confidential Information, upon XXX
having knowledge of the same.

DURATION OF AGREEMENT

6.1

This Agreement shall be effective upon its execution, and shall, unless otherwise
agreed between the parties in writing, continue for a period of [twenty-four (24)] months
from the date of this Agreement, provided that the obligations undertaken herein with
respect to Confidential Information received prior to the termination of this Agreement
shall survive and continue after any expiration or termination of this Agreement.

REASONABLENESS OF PROVISIONS

7.1

The parties agree and acknowledge that the Confidential Information constitutes
valuable proprietary information and that the provisions of this Agreement are fair and
reasonable to protect the interests of YYYYYYY.

REMEDIES

8.1

Nothing herein shall be construed as limiting any partys rights to those expressly set
out herein, to the exclusion of such other rights as may be available under common law
or equity. Upon the breach of this Agreement, the aggrieved party reserves the right to
seek any available form of legal or equitable relief, including, but without limitation,
injunctive relief as a remedy for such breach. The parties recognise that there may be
no adequate remedy at law for breach of this Agreement and no party shall plead as a
defence to an injunction action hereunder that the plaintiff has an adequate remedy at
law.

RELATIONSHIP

9.1

Neither this Agreement nor disclosure of any Confidential Information shall be

construed as creating any obligation on any party to furnish information to the other
party or to enter into any agreement or business or other commercial relationship or
arrangement with any other party.

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9.2

No party has any obligation under this Agreement to purchase from or sell to the other
party any service, material or product.

9.3

The parties do not intend that any agency or partnership relationship be created
between them by this Agreement, and any inference of such a relationship is hereby
expressly excluded.

9.4

Nothing contained in this Agreement shall be construed as conferring upon any party
any rights to use in advertising, publicity, or other marketing activities any name, trade
name, trademark, or other designation of the other party, and each party agrees not to
use the existence of this Agreement in any promotional activity without the prior
express written approval of the other party, which approval may be granted or withheld
in such other partys sole discretion.

10

RIGHTS CUMULATIVE

10.1

The rights and remedies of each party provided herein are cumulative and not
exclusive of any rights and remedies provided by law to such party.

10.2

No failure on the part of a party hereto to exercise, and no delay in its exercise of, any
right, power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise by a party of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or privilege.

11

GOVERNING LAW & GENERAL PROVISIONS

11.1

This Agreement is governed by and shall be construed in accordance with, the laws of
Paris and the parties irrevocably submit to the exclusive jurisdiction of the courts of
Paris.

11.2

The Contracts (Rights of Third Parties) Act (Cap. 53B) and any amendments thereto
are expressly excluded from this Agreement and the parties acknowledge that no right
has been created or was intended to be impliedly or expressly conferred upon any third
party.

11.3

Subject to Clause 11.4 any dispute arising out of or in connection with this Agreement,
including any question regarding its existence, validity or termination, shall be then
referred to and finally resolved by arbitration in Paris in accordance with the Arbitration
Rules of the Paris International Arbitration Centre for the time being in force, which
rules are deemed to be incorporated by reference into this clause. The tribunal shall
consist of 1 arbitrator to be appointed by the Chairman of Paris International Arbitration
Centre and the official language of the arbitration shall be English.

11.4

Nothing in Clause 11.3 shall preclude any party from resorting to any court of
competent jurisdiction for interim or interlocutory injunctive relief pursuant to its rights
under Clause 8 hereof.

11.5

This Agreement constitutes the entire understanding between the parties with respect
to its subject matter hereof and supercedes all prior agreements or understandings,
whether oral or in writing, between them relating thereto. No amendment or
modification of this Agreement shall be valid or binding on the parties unless made in
writing and signed by or on behalf of all parties.

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IN WITNESS WHEREOF the parties hereto have caused their duly authorised representatives
to execute this Agreement the day and year first abovewritten.

Signed for and on behalf of

YYYYYYY App Project Team

By

: _________________________

Name

: ________________________

Designation

: ________________________

Signed for and on behalf of

XXX Group Pte Ltd

By

: _________________________

Name

: ________________________

Designation

: ________________________

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