Download as pdf or txt
Download as pdf or txt
You are on page 1of 3

MUTUAL NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature
below (the “Effective Date”), by and between the person or entity listed in the signature block below (“Participant”) and
Lucid Software Inc. (“Lucid”), a Delaware corporation with its principal place of business at 10355 South Jordan Gateway,
Suite 300, South Jordan, UT 84095 (each, a “Party”). A Party which discloses Confidential Information hereunder is a
“Disclosing Party” and a Party which receives Confidential Information hereunder is a “Receiving Party”.

1. Purpose. The Parties have agreed to disclose certain information they consider to be confidential and proprietary
in order to evaluate a potential business relationship and the possible terms of such transaction (the “Evaluation”). This
Agreement is made for the sole purpose of permitting Lucid and Participant to exchange information for the Evaluation while
protecting its confidentiality.

2. Confidential Information. “Confidential Information” means any information disclosed by a Party for the
Evaluation, either directly or indirectly in writing, digitally, orally or by inspection of tangible objects, which is not generally
known to the public and is either designated or marked as “confidential” or “proprietary” or that a reasonable person would
understand to be confidential or proprietary given the nature of the information and the circumstances of the disclosure.
Confidential Information includes, without limitation, information about technology, products, processes, services, working
models, drawings, samples, prototypes, research, notes, analysis, development, inventions, trade secrets, marketing and
business plans, client lists, system architecture, security programs, testing plans and results, software object code and source
code, specifications, database schema, documents or interfaces. Confidential Information does not include information that
the Receiving Party can establish: (a) was known prior to disclosure to the Receiving Party free of any obligation to keep it
confidential; (b) is independently developed by the Receiving Party without reference to, use of, or access to the Disclosing
Party’s Confidential Information; (c) is within the public domain at the time of disclosure or becomes publicly known or
made generally available by the Disclosing Party after disclosure to Receiving Party; (d) is lawfully received from a third
party free to disclose such information to the Receiving Party; or (e) was released without restriction pursuant to the
Disclosing Party’s prior written approval, in each case through no breach by the Receiving Party of this Agreement or
applicable law. The Parties agree that any Confidential Information disclosed prior to the Effective Date is protected by the
terms of this Agreement.

3. Non-Use and Non-Disclosure. Receiving Party will not disclose or permit others to disclose, to any third party, or
use or permit others to use, any Confidential Information for any purpose other than the Evaluation. Receiving Party will not
reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Confidential
Information. Receiving Party will only disclose Confidential Information to its officers, employees, agents, advisors,
subcontractors and service providers (“Representatives”) on a “need to know” basis in order to carry out the Evaluation or
enforce this Agreement, and provided that such Representatives are bound by a non-use and non-disclosure agreement or
statutory obligations no less protective than the terms of this Agreement prior to disclosure of Confidential Information.
Receiving Party will be liable for breaches of this Agreement by its Representatives to whom Confidential Information is
disclosed.

4. Maintenance of Confidential Information. Receiving Party agrees to take all reasonable measures to protect the
secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing,
Receiving Party shall take at least those measures that it takes to protect its own confidential information. Receiving Party
shall reproduce the Disclosing Party’s proprietary rights notices on any copies containing Confidential Information, in the
same manner in which such notices were set forth in or on the original. Receiving Party will immediately notify the Disclosing
Party in the event of any unauthorized use or disclosure of the Confidential Information.

5. Protective Orders. If a Receiving Party is required by order of any court or other government or regulatory agency
to disclose any Confidential Information, such Party will provide, to the extent permissible, the Disclosing Party with prompt
written notice of such requirement so that the Disclosing Party may seek an appropriate protective order or waive compliance
with the provisions hereof. Upon the request and at the expense of the Disclosing Party, the Receiving Party will reasonably
cooperate with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential
treatment will be accorded the Confidential Information.

6. No Licenses Granted / No Obligation. All Confidential Information disclosed hereunder remains the property of
the Disclosing Party. Nothing in this Agreement (a) confers any intellectual property rights to the Receiving Party, whether
under any patent, copyright, trademark, license right or trade secret or any rights in or to the Confidential Information, except

Updated November 2020 1


as expressly set forth herein, or (b) obligates either Party to enter into any other agreement of any kind with the other Party
or any third party (a “Transaction”).

7. Injunctive Relief. The Parties agree that a breach of this Agreement may result in irreparable injury to the
Disclosing Party; therefore, upon any such breach or threatened breach, the Disclosing Party shall be entitled to seek
appropriate equitable relief, including injunction and specific performance, without the requirement of posting a bond, in
addition to whatever remedies it might have at law. Limitation of liability of the Receiving Party for any and all claims in
any way in connection with this Agreement is the payment of direct compensation against actual and documented lost and
does not exceed the value of the Transaction which will be agreed upon by the Parties. Under all circumstance the Receiving
Party shall not be liable to the Disclosing Party for any consequential, incidental, indirect, special or punitive damages, loss
or expenditure in connection with business interruption, business loss, profit loss or savings loss, even if notified of the
possibility of such.

8. Termination. This Agreement will terminate after one year from the date of signing this Agreement and either
Party may terminate this Agreement anytime upon written notice to the other Party. If the Parties enter into a Transaction,
future disclosures of confidential information will be protected by the terms of the definitive agreement related to the
Transaction. Termination will not affect confidentiality obligations with respect to any Confidential Information which was
obtained prior to the effective date of termination. Such obligations will remain effective and continue in full force until such
time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no
action or inaction of the Receiving Party.

9. Obligations Upon Termination. Upon the Disclosing Party’s written request, the Receiving Party will promptly
return all Confidential Information received and copies thereof in its possession, and delete or erase such Confidential
Information (and copies) from any digital files, provided that the Parties shall not be obligated to erase Confidential
Information contained in an archived computer system backup made in accordance with a Party’s security and/or disaster
recovery procedures so long as such retained Confidential Information remains subject to the terms and conditions of this
Agreement. At the request of the Disclosing Party, the Receiving Party will certify in writing that it has complied with the
requirements of this paragraph.

10. Disclaimer. Neither Party will have any liability whatsoever for any damages arising out of the other Party’s use
of information disclosed pursuant to this Agreement, and all information disclosed by either Party hereunder is on an “AS
IS” basis and with no warranties of any kind, express or implied.

11. Miscellaneous. No Party may assign its rights or delegate its obligations under this Agreement without the prior
written consent of the other Party, except that either Party may assign its rights and interests hereunder to a successor in
interest to all or substantially all of its business. This Agreement will be governed by the laws of the State of Utah, without
reference to that state’s choice of law principles. This Agreement contains the entire understanding between the Parties
regarding the subject matter hereof and supersedes all prior or contemporaneous communications, agreements or
understandings. If any provision of this Agreement is held to be illegal, against public policy or otherwise unenforceable, the
validity of the remaining portions or provisions hereof will not be affected. For avoidance of doubt, information contained in
Lucid’s products is protected by the confidentiality provisions set forth in the applicable service agreement. Each Party’s
rights and obligations under this Agreement will survive the termination of this Agreement as set forth herein. Any failure to
enforce any provision of this Agreement does not constitute a waiver thereof or of any other provision hereof. No amendment,
modification or waiver of any provisions of this Agreement will be valid unless in writing and signed by the Parties. The
Parties may execute this Agreement electronically and in counterparts, each of which is deemed an original, but all of which
together constitute one and the same agreement.

Updated November 2020 2


ACCEPTED AND AGREED TO BY THE AUTHORIZED REPRESENTATIVE OF EACH PARTY:

Participant: PT Siloam International Hospitals Tbk Lucid Software Inc.

Sign: Sign:
Print Name: Mona K. Jonathan Print Name:
Title: Director Title:
Date: Feb 2nd, 2022 Date:
Address: E-mail: legal@lucidchart.com
Gedung Fakultas Kedokteran Universitas Pelita Harapan Lt. 32,
Jl. Boulevard Jend. Sudirman No. 15, Lippo Village, Tangerang 15811, Indonesia

Updated November 2020 3

You might also like