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Non Circumvention Non Disclosure Agreement (TERENCE) SG
Non Circumvention Non Disclosure Agreement (TERENCE) SG
Non Circumvention Non Disclosure Agreement (TERENCE) SG
, Ltd
Between
NAME: ONG WEE KIM, TERENCE PASSPORT NO.: K0495530H, an individual residing in Singapore
(Hereinafter known as “Party A”).
And
And
WHEREAS:
Representatives of Party A, Party Band Party Care interested in discussing proposed collaboration and
sharing information on listings or projects that both parties gathered.
A Party and/or its Affiliates (the “Disclosing Party) may disclose information to the other party and/or its
Affiliates (the “Receiving Party”) for use in the Discussion. All or a portion of such information may be of
a confidential and/or proprietary character and include trade secrets and other confidential information
(including without limitation business, technical, personnel and financial information) of the Disclosing
Party (“Confidential Information”). Such Confidential Information is not disclosed to others except under
terms and conditions of confidentiality and restricted use.
In consideration of the disclosure of Confidential Information hereunder, the Parties to this Agreement
agree that the use and disclosure of the Confidential Information shall be governed by the following terms
and conditions:
1. The Receiving Party agrees (a) to hold the Disclosing Party’s Confidential Information in
confidence and to take commercially reasonable precautions and steps to protect such
Confidential Information; (b) not to disclose any such Confidential Information to any third
person/ party without the prior written consent of the Disclosing Party, other than to the
Receiving Party’s related companies, and its or their respective employees, director(s), officer(s),
shareholder(s), advisor(s) lender(s), accountant(s), and the purpose of the Proposed Transaction
(Collectively, the “Authorized Person(s)”), provided that the Authorized Persons shall be subject
to the confidentiality obligations of this Agreement as if they were the Receiving Party; (c) not to
make any use whatsoever at any time of such Confidential Information except for the sole limited
business purposes of evaluating the Proposed Transaction or evaluating or negotiating the terms
of the Proposed Transaction.
2. The Disclosing Party agrees that clauses (a), (b) and (c) of Section 1 above shall not apply with
respect to any information that (i) is or becomes generally available to the public through no
improper action or inaction by the Receiving Party, or (ii) was properly in the Receiving Party’s
possession or known by its prior to receipt from the Disclosing Party, or (iii) was rightfully
disclosed to the Receiving Party by a third party, or (iv) was independently developed by the
Receiving Party or any Authorized Person, without reliance on the Confidential Information. The
Receiving Party may make disclosure of the Confidential Information if required by law, court
order or professional or regulatory bodies (including any stock exchange) provided that the
Receiving Party (i) notifies the Disclosing Party, as soon as reasonably practicable and to the
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extent permitted by law or the relevant court or professional or regulatory body, so that the
Disclosing Party can try for a protective order at the Disclosing Party’s expense; (ii) uses
reasonable efforts to limit disclosure to the minimum necessary to comply with the law, court
order or requirement; and (iii) has allowed the Disclosing Party to participate (at the Disclosing
Party’s expense) in any proceeding that requires the disclosure to the extent the same is
permitted by law or the relevant court or professional or regulatory body.
3. Upon (a) the decision in writing by both parties not to enter into the Proposed Transaction or (b)
a request in writing by the Disclosing Party at any time (which will be effective upon actual
receipt or five days after being mailed by the registered mail to the Receiving Party’s address
herein, whichever occurs sooner), the Receiving Party will immediately cease all use of, and will
within a reasonable time deliver up all Proprietary Information of the Disclosing Party and all
documents or media containing any such Confidential Information and any and all copies or
extract thereof. Notwithstanding, the foregoing obligation shall not apply to such information,
documents and material (i) which are in electronic form and stored in the computer systems of
the Receiving Party or any Authorized Person, and which are impossible to delete or destroy or
which will require undue effort and/or expense to delete or destroy; (ii) are required to be
maintained by the Receiving Party and/ or any Authorized Person under any applicable laws and
regulations, including those of any stock exchange, governmental and/or regulatory body to
which authority the Receiving Party and/ or such Authorized Person is subject; (iii) which the
Receiving Party or any Authorized Person may retain for its corporate governance or internal
compliance purposes; or (iv) which comprise analyses, compilations, studies and other records
and documents prepared by the Receiving Party or any Authorized Person which contain, is
derived from or otherwise reflect any Confidential Information; provided nevertheless in each
such case that the Receiving Party’s confidentiality obligations under Section 1 of this Agreement
shall continue to apply in respect of all such Confidential Information that is not delivered to the
Disclosing Party hereunder.
4. The Receiving Party understands that nothing herein requires the disclosure of any Confidential
Information of the Disclosing Party which shall be disclosed, if at all, solely at the option of the
Disclosing Party or (ii) requires the Disclosing Party to proceed with the Proposed Transaction
or business relationship in connection with which Confidential Information may be disclosed.
5. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing
Party’s Confidential Information, monetary damages alone may not be an adequate remedy at
law for any breach of its obligation hereunder, which breach may potentially result in irreparable
harm to the Disclosing Party, and therefore that upon any such breach, the Disclosing Party shall
be entitled to apply for appropriate equitable relief including the relief of specific performance
and injunctive relief, in addition to whatever remedies it might have at law.
6. This Agreement shall be governed by the laws of Singapore and subject to the exclusive
jurisdiction of courts in Singapore without having regard to the conflicts of law provisions
thereof, if applicable.
(i) In the event that any of the provisions of this Agreement shall be held by a court or other
tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions
shall be limited or eliminated to the minimum extent necessary so that this Agreement
shall otherwise remain in full force and effect.
(ii) No waiver or modification of this Agreement will be binding upon either party unless
made in writing and signed by duly authorized representative of both parties, and no
failure or delay by either party in enforcing any right under this Agreement will be
deemed a waiver of such right.
7. Nothing in this Agreement shall impose any legal obligation on either of the Parties to proceed
with the Proposed Transaction or enter into any business relationship or agreement for
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proceeding with the Proposed Transaction or any other relationship or transaction with the
other party or with any other person.
8. This Agreement supersedes all prior discussions and writing between the parties with respect to
the subject matter thereof, and constitutes the entire agreement of the parties with respect to the
subject matter hereof.
9. No party shall assign or transfer any rights or obligations under this Agreement without the prior
written consent of the other party.
10. A person or entity who is not a party to this Agreement has no right under the Contracts (Rights
of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement. Notwithstanding anything
in this Agreement, the consent of any third party is not required for any variation (including any
release or compromise of liability under) or termination of this Agreement.
11. Non-Circumvention. The Parties agree that in relation to the project being discussed with each
other, the Receiving Party will not, and will cause its directors and employees not to, directly
contact or deal with any owners, buyers, associates, employees, agents or representatives of
entities introduced by Disclosing Party, nor will it contact or deal with any other agents or
representatives who may be working for them (“Owners and Buyers, etc.”) without the prior
written consent of the Disclosing Party, and that lacking such consent, the Receiving Party will
not make any direct approaches, or deal with, or cause or encourage such direct approaches to be
made by its directors and employees, and/ or the Receiving Party shall not enter into direct and/
or indirect offer with each other.
In the event of circumvention by the Receiving Party, whether directly and/ or indirectly, the
Disclosing Party shall be entitled to a legal monetary compensation in accordance with the
following Clause 12.
12. Compensation for Damage. If BIG, and fail to perform its obligations in accordance with this
Agreement (such party the “breaching party) and such failure accrues damage to the other party/
parties, the breaching party shall provide compensation for such damage. However, liabilities of
the Parties under this Agreement shall be limited to direct and actual damage and under no
circumstances shall any Party be liable to the other Party in contract, tort or under any other
legal theory for any direct, consequential, incidental, punitive or special damages.
13. Term. This Agreement is effective as of the date and year first written and shall remain in effect
for a period of two (2) years.
14. Governing Law/ Arbitration. This Agreement and the relationships of the Parties in connection
with the subject matter of this Agreement shall be governed by and construed in accordance with
the laws of Singapore.
Any dispute, controversy, difference or claim arising out of or relating to this Agreement,
including the existence, validity, interpretation, performance, breach or termination thereof or
any dispute regarding non-contractual obligations arising out of or relating to it shall be referred
to and finally resolved by arbitration administered by Singapore International Arbitration Centre
(“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration
Centre (“SIAC Rules”) in force when the notice of arbitration is submitted.
The place of arbitration shall be in Singapore. The language of arbitration shall be English.
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IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to set
their hands the day and year first above-written. By signing this Agreement, all parties understand
and agree to the terms and conditions described above in this Agreement.
August 9, 2022
Signature and Date
August 9, 2022
Signature and Date
AUTHORIZED SIGNATORY:
NATIONALITY : CHINA
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参考翻译部分
相互不披露、不规避协议
本协议于 2021 年 6 月 18 日签订
之间
_________________________________________________________________________(以下简
称“乙方”)。
此后的任何其他方(以下简称“双方”)。
然而:
一方和/或其关联方(“披露方”)可以向另一方和/或其关联方(“接收方”)披露信息以用
于讨论。此类信息的全部或部分可能具有机密和/或专有特征,包括披露方的商业秘密和其他
机密信息(包括但不限于业务、技术、人员和财务信息)(“机密信息”)。除非在保密和限
制使用的条款和条件下,此类机密信息不会透露给他人。
考虑到保密信息的披露,本协议双方同意保密信息的使用和披露应受以下条款和条件的约束:
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4. 接收方理解,此处没有任何要求披露披露方的任何机密信息,如果有的话,完全由披露方选
择或 (ii) 要求披露方继续进行建议可能披露机密信息的交易或业务关系。
5. 接收方承认并同意,由于披露方保密信息的独特性,仅凭金钱赔偿可能不足以就任何违反其
在本协议项下义务的行为在法律上提供足够的补救措施,这种违约行为可能会对披露方造成无
法弥补的损害。披露方,因此在发生任何此类违约行为时,披露方应有权申请适当的衡平法救
济,包括特定履行救济和禁令救济,以及其在法律上可能拥有的任何补救措施。
6. 本协议受新加坡法律管辖,并受新加坡法院的专属管辖,不考虑其法律规定的冲突(如适
用)。
(i) 如果本协议的任何条款被法院或其他有管辖权的法庭认定为非法、无效或不可执行,则应
在必要的最低限度内限制或取消此类条款,以便本协议否则应保持完全效力。
(ii) 除非以书面形式作出并由双方正式授权代表签署,否则对本协议的任何弃权或修改均不对
任何一方具有约束力,并且任何一方未能或延迟执行本协议项下的任何权利均不会被视为弃权
这种权利。
7. 本协议中的任何内容均不对任何一方施加任何法律义务,以进行拟议交易或就进行拟议交易
或与另一方或任何其他方的任何其他关系或交易达成任何业务关系或协议。人。
8. 本协议取代双方之前就本协议标的事项进行的所有讨论和书面文件,并构成双方就本协议标
的达成的完整协议。
9. 未经另一方事先书面同意,任何一方不得转让或转让本协议项下的任何权利或义务。
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11. 非规避。双方同意,就相互讨论的项目而言,接收方将不会,也将促使其董事和员工不直
接与任何业主、买家、合伙人、员工、代理人或实体的代表接触或打交道。由披露方介绍,也
不会在未经披露方事先书面同意的情况下与可能为他们工作的任何其他代理人或代表(“所有
者和买家等”)联系或打交道,并且在缺乏此类同意的情况下,接收方不会作出任何直接接触,
或处理,或促使或鼓励其董事和雇员作出此类直接接触,和/或接收方不得相互直接和/或间接
提出要约。
在接收方直接和/或间接规避的情况下,披露方有权根据以下第 12 条获得法定货币补偿。
14. 适用法律/仲裁。本协议以及双方与本协议标的有关的关系应受新加坡法律管辖并据其解释。
因本协议引起或与本协议有关的任何争议、争议、分歧或索赔,包括本协议的存在、有效性、
解释、履行、违约或终止,或因本协议引起或与之相关的非合同义务的任何争议,均应提交给
并最终由新加坡国际仲裁中心(“SIAC”)根据提交仲裁通知时有效的新加坡国际仲裁中心仲
裁规则(“SIAC 规则”)进行仲裁解决。
仲裁地点应在新加坡。仲裁语言为英语。
特此证明,双方已委托其正式授权的代表按上述日期和年份进行操作。通过签署本协议,各方
理解并同意本协议上述条款和条件。
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