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This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of the
____ day of _______________ 2017 by and among:
and
________________ a corporation duly organized and existing under the laws of the
Republic of the Singapore with principal office at _________________
WHEREAS, the Parties are contemplating into entering discussions and negotiations
involving possible transactions (hereinafter “Transaction”);
WHEREAS, each party may disclose to the other certain proprietary and confidential
information which the Disclosing Party desires the Receiving Party to treat as confidential.
(c) was in the possession of the Receiving Party or any of its Representatives
at the time of disclosure and to the Receiving Party’s knowledge, was not
acquired, directly or indirectly, from the Disclosing Party;
(d) has been or is now or later furnished or made known to the Receiving
Party by third parties without restriction on disclosure; or
7. If the Receiving Party do not participate in the Transaction and upon written
demand by the Disclosing Party, the Receiving Party shall:
(a) return any and all written Confidential Information received from the
Disclosing Party; and
(b) destroy or permanently erase any and all copies or reproductions, of the
Confidential Information except if contained in any computer record or
file which has been created by or pursuant to any automatic electronic
archiving system or IT back-up procedure.
8. The Receiving Party agrees to indemnify and hold the Disclosing Party harmless
from any actual and documented losses, costs or expenses, including reasonable
legal fees and expenses incurred as a result of any breach by the Receiving Party
or its Representatives of this Agreement.
11. This Agreement constitutes the entire agreement between the Parties as to the
subject matter hereof. No representations have been made by any of the parties
except as are specifically set forth herein. No rights and obligations other than
those expressly recited herein are to be implied from this Agreement. Any
amendments to this Agreement shall not be binding unless it is in writing and
signed by the Parties.
12. This Agreement shall terminate automatically on the date that the Receiving
Party enters into a further agreement with the Disclosing Party which contains
provisions relating to the non-disclosure of Confidential Information. Unless
earlier terminated under the preceding sentence, all obligations set forth in this
Agreement shall terminate one year after the date of this Agreement. The
Receiving Party’s obligations under this Agreement with respect to the
Confidential Information of the Disclosing Party shall survive the termination of
this Agreement and shall be binding upon the Receiving Party’s heirs, successors
and assigns for a period of ____ (____) years from the date of termination hereof.
By:
___________________
[Designation]
___________________ LTD.
By:
_______________
[Designation]