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NDA - SRC Pro-Lansekap
NDA - SRC Pro-Lansekap
LETTER OF UNDERTAKING
Date: 17/09/2019
1. For the purposes of this Letter, Confidential Information shall mean all communications
from PT. Surya Raya Capital [“the Discloser”] or its authorized representative or
affiliates including but not limited to Global Finance Investments, Capitaland
Limited, PT Suryaraya Investama and PT Kapital Indonesia Management and all
information and other material supplied to or received by you [“the Recipient”] which is
confidential in nature or marked “confidential” or is by nature intended to be exclusively
for the knowledge or use of the Recipient alone and any information concerning the
Project or of any person or company of whom either of them is in confidential
relationship with regard to the Project in question coming to the knowledge of the
Recipient. Such Confidential Information shall include but shall not be limited to all
information, material, data, business contracts, assistance, knowledge, trade secrets,
copyright, other intellectual property rights, software, products, processes, know-how,
techniques, designs, formulae, test data, costs, customer lists, employees, business
plans, marketing plans and strategies, pricing, expertise (whether provided orally or in
writing or howsoever conveyed, packaged or stored) or other subject matter pertaining
to any existing or contemplated business of the Discloser or any of its authorized
representatives or affiliates whether arising out of or in relation to the Project or
otherwise.
3. The Recipient shall procure the observance of the terms and conditions herein by its
employees and directors and shall take all reasonable steps to prevent the disclosure
of Confidential Information by ensuring that only those of its employees and directors
whose duties will require them to possess any of such information shall have access
thereto, and that they shall be instructed to treat the same as confidential. The
Recipient shall also take all reasonable steps to ensure that its said employees and
directors shall not disclose all said information to any third party including without
limitation their future / subsequent employers after the expiry / termination of their
employment with the Recipient. No Confidential Information shall be published or
disclosed to any third party, including, without limitation to affiliates of the Recipient
without the prior written consent of the Discloser. Prior to giving written consent to
disclosure of the Confidential Information to a third party, the Discloser may impose
such terms as it may deem fit including the requirement that such third party executes
a confidentiality agreement in a form acceptable to the Discloser.
4. All such Confidential Information is and shall remain the property of the Discloser and
shall not be utilized except as allowed by the Discloser under this Letter.
5. All Confidential Information existing in written form or recorded in any other tangible
medium supplied by the Discloser to the Recipient and all copies, analyses, studies,
extracts or other material derived from such confidential information made by the
Recipient, shall upon written request by the Discloser, be destroyed by the Recipient,
returned by the Recipient to the Discloser without any reservation whatsoever.
6. If
.1 the Recipient makes a disclosure, misappropriates or uses any of the
Confidential Information in contravention of this Letter;
.2 the Recipient becomes aware of facts indicating that any of its employees or
directors has or may have disclosed, misappropriated or used any of the
Confidential Information in contravention of this Letter; or
.3 the Recipient or any of its employees or directors breaches any of the terms
and conditions in this letter in whatever nature;
.2 promptly provide the Discloser with any further information which it reasonably
requests about that disclosure, misappropriation or use, and
.3 the Recipient shall take necessary steps to prevent further usage of such
confidential information disclosed due to a breach by the Recipient, and shall
be responsible for ramifications of such breach thereof.
7. The Recipient agrees that the Discloser will suffer irreparable harm if the Recipient fails
to comply with its obligations set forth herein, and further agrees that monetary
damages will be inadequate to compensate the Discloser for any such breach.
Accordingly, the Recipient agrees that the Discloser will, in addition to any other
remedies available to it at law or in equity, be entitled to the issuance of injunctive relief
to enforce any provision hereof.