Non-Disclosure Agreement

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NON-DISCLOSURE AGREEMENT

Between

PT RAJAWALI GLOBAL ASIA


Indonesia;

PT CLP Indonesia
Indonesia;

TERENGGANU SILICA CONSORTIUM, Sdn. Bhd.


Malaysia;

And

TOYOTA TSUSHI CORPORATION


Japan
Mutual Confidentiality and Non-Disclosure Agreement
This Mutual Confidentiality and Non-Disclosure Agreement (this “Agreement”) entered into on
by and between:

(1) PT Rajawali Global Asia, a corporation duly organized and existing under the laws of Indonesia
and having its principal place of business at Jl. Jendal Sudirman Kav 25, Jakarta 12920, Indonesia
(“RGA”); and

(2) PT CLP Indonesia, a corporation duly organized and existing under the laws of Indonesia and
having its principal place of business at [ address ] Indonesia (“CLP”); and

(3) Terengganu Silica Consortium Sdn. Bhd. a corporation duly organized and existing under the
laws of Malaysia and having its principal place of business at E-3A-06, Capital 5, No.2, Jalan PJU
1A/7A, Oasis Square, Oasis Damansara, 47301 Petaling Jaya, Selangor, Malaysia (“TSC”); and

(4) Toyota Tsushi Corporation, a corporation duly organized and existing under the laws of Japan
and having its principal place of business at 2-3-13, Konan, Minato-ku, Tokyo 108-8208, Japan
(“TTC”),

(5) Above 4 parties to be called (“the Parties”).

WITNESSETH:

WHEREAS, the Parties each has certain information regarding 5 silica sand concessions in East
Kalimantan leased to RGA namely PT Mislin Silica Persada, PT Mulia Silica Pesada, PT Raya Silica
Pesada, PT Raya Silica Sejahtera and PT Karya Silica Utama (hereinafter referred to as the
“Projects”) and Setiu project of TSC, including, but not limited to, information which relates to any
trade secret, patents, patent applications, research, product plans, products, developments, inventions,
processes, designs, drawings, engineering, formulae, markets, software (including source and object
code), hardware configuration, computer programs, algorithms, regulatory information, business
plans, agreements with third parties, services, customers, marketing or finances of it (the
“Information”); and

WHEREAS, the Parties mutually desire to disclose and exchange their Information. The purpose of
such disclosure shall be study of mutual project (the “Purposes”),

NOW, THEREFORE, the Parties hereto have mutually agreed as follows:

1. Definitions

1.1. “Disclosing Party” means the party disclosing any confidential information.

1.2. “Recipient” means the party who has received the Confidential Information of the other
party.

2. Confidential Information

2.1. “Confidential Information” means any or all information about the Disclosing Party’s
plant and facilities including technical and non-technical information, patent, copyright,
trade secret, and proprietary information, technique, models, inventions, know-how,
processes, apparatus, equipment, algorithms, software programs, work operation, waste,
carbon dioxide quality and characteristic and formulae related to the current, future and
proposed products and services of the Disclosing Party, including without limitation,
information concerning historical, current, and future product or process research and

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development, design details and specifications, and engineering, financial data,
manufacturing, customers, suppliers, business plans, business forecasts, sales and
merchandising, marketing plan, budgeting, and business strategies, that the Disclosing
Party and subsidiaries, their agents or their representatives furnishes to the Recipient’s
directors, officers, employees, agents, advisors, affiliates or representatives of the
Recipient’s agents or advisors, (hereinafter referred to as the “Recipient ’s
Representatives”, as applicable), whether written or oral, or by access to the Disclosing
Party’s plant and facilities whether furnished before or after the effective date of this
Agreement in relation to the Project and the relevant parts of notes, analyses, electronics,
tangible or intangible form compilations, studies or other documents, but not limited to,
whether prepared by the Recipient or others, which contain such information or is marked
confidential or identified as confidential at the time of disclosure.

2.2. Confidential Information is to be broadly defined, and includes all information that has or
could have commercial value or other utility in the business in which the Disclosing Party
is engaged or contemplates engaging, and all information of which the unauthorized
disclosure could be detrimental to the interests of the Disclosing Party, whether or not
such information is identified as Confidential Information by the Disclosing Party.

2.3. Information which is disclosed orally, in writing, pictorial, graphic, magnetic, electrical
or machine readable form or any other form, from time to time, by either party (the
“Discloser”) to the other party (the “Recipient”) or its Authorized Personnel (as defined
in Article 3.2 below), and which is, (i) when disclosed in tangible form, expressly marked
as “CONFIDENTIAL”, “PROPRIETARY” or such other expression in writing or (ii)
when disclosed other than in tangible form, specified as being confidential at the time of
disclosure and reduced to writing or other tangible form expressly marked as
“CONFIDENTIAL”, “PROPRIETARY” or such other expression in writing and
provided by the Discloser within thirty (30) days from the date of its disclosure; and

2.4. All analyses, compilations, studies and other documents prepared by the Recipient or its
Authorized Personnel which contain or otherwise reflect or are generated from the
Information specified in sub-paragraph (2.2) above.

2.5. The Recipient shall strictly disclose the Confidential Information only to those
Recipient’s Representatives required to know such Confidential Information for the
purposes of their works and duties. Such Recipient’s Representatives are bound to the
terms and provisions contained herein.

2.6. The Recipient shall not disclose the Confidential Information to any third parties and not
to copy, alter, modify, disassemble, or make any changes to the Confidential Information
unless authorized and permitted in writing by the Disclosing Party.

2.7. The Recipient agrees to protect the confidentiality of and shall maintain the Confidential
Information at its best efforts as they maintain its own confidential information, which
must not be less than the reasonable care under the same circumstances.

2.8. The Recipient agrees that, for a period of two (2) years from the signing date hereof,
without the prior written consent of the Disclosing Party, the Recipient shall not solicit or
intentionally cause to be solicited any person employed by the Disclosing Party at any
time during such period and to whom the Recipient had been directly introduced or
otherwise contacted with during such period or as the result of the Recipient’s review or
consideration of the implementation of the Project. This restriction shall not preclude the
Recipient from hiring any employee of the Disclosing Party who (i) initiates discussions
regarding such employment without any direct or indirect solicitation by the Recipient, or
(ii) has been terminated by the Disclosing Party prior to commencement of discussions

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between the Recipient and such employee. The placing by the Recipient of an
employment advertisement in a publication of general circulation will not amount to
direct solicitation by the Recipient.

3. Exceptions

3.1. The Recipient shall not use the Confidential Information for any purpose other than the
Purposes and shall not exploit the Confidential Information commercially nor use the
Confidential Information for acquiring intellectual property rights or otherwise.

3.2. The Recipient agrees that the Confidential Information shall be maintained in the utmost
secrecy and it shall not disclose, without the prior written consent of the Discloser, the
Confidential Information to any third party, except its directors, officers, employees,
agents, representatives and advisors (including, but not limited to, law firms, attorneys,
accounting firms, accountants and engineers) of the Recipient that need to know the
Confidential Information for the Purposes and agree to be bound hereby in writing (the
“Authorized Personnel”).

3.3. The obligations stipulated in Articles 3.1 and 3.2 herein shall not apply to any
Confidential Information which the Recipient can show (and it shall be for the Recipient
to show):

3.3.1. is publicly available or in the public domain at the time it is disclosed to the
Recipient by the Discloser;

3.3.2. becomes publicly available or public domain information through no fault of the
Recipient subsequent to the time it is disclosed to the Recipient by the
Discloser;

3.3.3. is developed by the Recipient or its Authorized Personnel independently


without access to or use or knowledge of the Confidential Information;

3.3.4. is lawfully received by the Recipient without restriction on disclosure or use


from a third party which is free to make such disclosure on such terms; or

3.3.5. is imparted by the Discloser, either before or after the time of disclosure to the
Recipient, to a third party without restrictions on disclosure or use.

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3.4. The term “Confidential Information” hereto does not include information which (i)
becomes generally available to the public other than as a result of a disclosure by the
Recipient or (ii) was available to the Recipient on a non-confidential basis prior to its
disclosure to the Recipient by the Disclosing Party, their representatives or their agents,
or (iii) becomes available to the Recipient on a non-confidential basis from a source other
than the Disclosing Party, their representatives or their agents, provided that such source
is not, to the Recipient’s knowledge, bound by a confidentiality agreement with the
Disclosing Party, their representatives or their agents or otherwise, to the Recipient’s
knowledge, prohibited from transmitting the information to the Recipient or the
Recipient’s representatives by a contractual, legal or fiduciary obligation, or (iv) is
developed independently without reference to the Confidential Information.

3.5. The Recipient shall be entitled to disclose any Confidential Information if and to the
extent that it is required to do so by any law or by any court or regulatory agency or
authority, provided that, to the extent that it is permitted to do so, the Recipient shall
notify the Disclosing Party as soon as possible upon becoming aware of any such
requirement.

4. Returning Confidential Information

4.1. Any and all Confidential Information and copies thereof shall, at all times, remain the
sole property of the Discloser and/or its licensor(s), and upon the request of the Discloser,
the Recipient shall promptly return to the Discloser, to the extent reasonably, practicably,
and legally possible, all Confidential Information, in whatever format, in the possession
or control of the Recipient, including all originals, copies, reprints and translations
thereof and any notes prepared by the Recipient or its Authorized Personnel in connection
with the Confidential Information.

4.2. In case of expiration or termination of the Project, the Recipient shall do the following
within seven (7) days:

4.1.1 Return to the Disclosing Party or destroy all documents and all other materials
(including computer media) or such parts thereof as contain or reflect any
Confidential Information, together with any copies which are in the Recipient’s
possession or control of any of the Recipient’s representatives provided that
such information is in a form which is capable of delivery or destruction; and

4.1.2 Expunge all Confidential Information from any computer, word processor,
mobile telecommunications device or device similar to the foregoing into which
it was programmed, stored, or possessed by or on behalf of the Recipient or on
behalf of their professional advisers.

4.3. The Recipient shall also produce to the Disclosing Party a written confirmation of the
return and/or destruction of the Confidential Information provided that the Recipient shall
be permitted to retain one copy of the Confidential Information for the purposes of and
for so long as required by any law, court or regulatory agency or authority.

4.4. The Recipient acknowledges that neither the destruction nor the return of any
Confidential Information nor the expunging of any of the same from any of the devices
listed at 4.1.2 above or any other similar such devices will release them from the
obligations contained in this Agreement.

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5. Indemnification and Relief

5.1. If the Recipient becomes legally compelled to disclose any of the Confidential
Information, the Recipient may disclose the Confidential Information without any
liability hereunder; Provided, However, the Recipient shall provide the Discloser with
prompt notice so that the Discloser may have an opportunity to seek a protective order or
other appropriate remedy, if it is reasonably, practicably and legally possible for the
Recipient to provide such notice.

5.2. Neither of the parties hereto shall disclose existence and terms of this Agreement, and
fact that discussion or negotiations may take place, are taking place or have taken place
between the parties hereto in relation to the Purposes, to any third party except its
directors, officers, employees, potential customers, agents, representatives and advisers
(including, but not limited to, law firms, attorneys, accounting firms, accountants and
engineers) and any of its affiliates that need to know them and agree to be bound hereby
in writing, and shall use them for any purpose other than the Purposes.

5.3. The Recipient hereby agrees that they may be liable to the Disclosing Party and
subsidiaries for any direct damage, and reasonable cost (including reasonable legal fees
and the cost of enforcing this obligation) arising out of or resulting from any unauthorized
use or disclosure by the Recipient or the Recipient’s representatives of the Confidential
Information.

5.4. The Recipient also acknowledges that money damages may be both incalculable and
insufficient remedy for any breach of this Agreement by the Recipient or the Recipient’s
representatives and that any such breach may cause the Disclosing Party irreparable
harm. Accordingly, the Recipient agrees that in the event of any breach or threatened
breach of this Agreement, in addition to any other remedies at law or in equity it may
have, the Disclosing Party may be entitled to equitable relief, including injunctive relief
and specific performance.

5.5. The parties hereto acknowledge and agree that nothing in this Agreement shall be
construed as granting any license or other right to the Recipient and that the disclosure of
the Confidential Information does not result in any obligation to grant any such right in
and to such Confidential Information or require any party to enter into any subsequent
agreement.

5.6. The parties hereto acknowledge and agree that nothing in this Agreement shall be
construed as granting any license or other right to the Recipient and that the disclosure of
the Confidential Information does not result in any obligation to grant any such right in
and to such Confidential Information or require any party to enter into any subsequent
agreement.
5.7. Upon becoming aware of any breach of this Agreement by the Recipient or Authorized

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Personnel, the Recipient shall inform the Discloser in writing immediately.

5.8. It is understood that the covenants of this Agreement and the Confidential Information
disclosed are special, unique and of extraordinary character. It is specifically understood
and agreed that any breach of this Agreement is likely to result in irreparable injury to the
Discloser and that the remedy at law alone will be an inadequate remedy for such breach,
and that in addition to any other remedy it may have, the Discloser shall be entitled to
seek the specific performance of this Agreement by the Recipient and to seek both
temporary and permanent injunctive relief (to the extent permitted by law or in equity)
without the necessity of proving actual damages.

6. Term and Duration

The term of this Agreement shall be effective from the date first above written and shall remain in
full force for a period of one (1) year; Provided, However, that the confidential obligation of the
Recipient hereunder shall survive the termination of this Agreement for three (3) years thereafter.

7. Costs and Expenses

Each party shall be responsible for its own costs and expenses related to the Project under this
Agreement.

8. Waiver

Any failure or delay by either of the parties hereto in exercising any right, power or privilege
under this Agreement shall not operate as a waiver thereof nor shall any single or partial exercise
thereof or the exercise of any other right, power or privilege preclude any further exercise.

9. Severability

All provisions of this Agreement are severable, and the unenforceability or invalidity of any of
the provisions of this Agreement shall not affect the validity or enforceability of the remaining
provisions of this Agreement.

10. Entire Agreement

This Agreement comprises the full and complete agreement of the parties hereto with respect to
the disclosure of the Confidential Information and supersedes and cancels all prior
communications, understandings and agreements between the parties hereto, whether written or
oral, expressed or implied with respect thereto.

11. Assignment

Neither of the parties hereto shall have the right to assign this Agreement to any third party

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without prior written consent of the other party.

12. Language

Both parties agree that this Agreement has been made in English language. Any notice and/or
correspondence required or permitted to be given under this Agreement shall be made in English
language.

13. Amendments

No amendments, changes or modifications to this Agreement shall be valid except if the same are
in writing and signed by a duly authorized representative of each of the parties hereto.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Singapore.

15. Dispute Resolutions

1 All disputes, controversies or differences between the parties hereto out of or in relation to or
in connection with this Agreement, shall be settled by arbitration in Singapore by the
Singapore International Arbitration Centre in accordance with the SAIC Rules 2016, which
Rules are deemed to be incorporated by reference into this clause. The number of arbitrators
shall be one. The award rendered by the arbitrator shall be final and binding upon the parties
hereto and enforceable in any court of competent jurisdiction; Provided, However, that in the
event of any breach or threatened breach by the Recipient of the terms hereof, the Discloser
may seek a preliminary injunction or other provisional judicial relief if, in its sole judgment,
such action is necessary to avoid irreparable damage or to preserve the status quo, and the
Recipient shall not plead in defense thereto that there would be an adequate remedy at law
and agrees to waive any requirement for the securing or posting of any bond in connection
with such remedy.

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first above written.

Rajawali Global Asia Indonesia PT CLP Indonesia

By: By:
Title: Title:

Terengganu Silica Consortium Sdn. Bhd. Toyota Tsusho Corporation

By: Takahashi Kaname


Title: Group Leader
Fine and Inorganic Chemicals Group
Inorganic Chemicals Department
Te.

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