Download as docx, pdf, or txt
Download as docx, pdf, or txt
You are on page 1of 5

NON-DISCLOSURE AGREEMENT

(COMPANY)

STRICTLY PRIVATE & CONFIDENTIAL

To: Vontron Technology Co., LTD

1518 Liyang Avenue , Guiyang Hi Tech Industrial Park, Guiyang City, Guizhou Province, China

Date: 11 May 2023

Dear Sir,

You, Vontron Technology Co.,LTD, a joint stock company company holding commercial registration number [915200007096727366]
(the Company), have expressed an interest in Red Sea Global’s (The Employer) projects and the projects of its Affiliates, including
current and future projects (the Project). This Undertaking sets out the terms on which we, , agree to supply you with certain
Confidential Information in connection with the Project.

In this undertaking (the Undertaking):

an Affiliate of the Company, means any person directly Controlling, Controlled by or under direct or indirect Common Control with
the Company

an Affiliate of Employer means any person Controlled by Red Sea Global;

Authorised Recipients means, to the extent that they need access to Information for the purposes of, or in connection with
considering, evaluating, negotiating or advising upon the Project, the Company's senior executives, officers, directors, employees,
professional advisers, agents, representatives, any other members of the Company's Group and any other individuals who have
received the consent of Red Sea Global Group to receive Information pursuant to the terms of this letter;

Controlling (including the terms Controlling, Controlled by and under Common Control) with respect to the relationship
between two or more persons, means the possession, directly or indirectly by equity ownership, contract or otherwise, of the
power to direct the management or policies of the specified person;

a party's Group means, in relation to that party, it and its Affiliates;

Confidential Information means all information of whatever nature relating wholly or partly to the Project or the affairs of any
member or members of Red Sea Global Group which:

(a) is supplied by or on behalf of any member of Red Sea Global Group to the Company or its respective Authorised
Recipients whether orally, in writing or otherwise and whether before or after the date of this Undertaking;

(b) is obtained by the Company or its Authorised Recipients in writing or orally, through or following discussions
with the management, employees, agents or advisers of any member of Red Sea Global Group;

(c) is acquired by observation or attendance by the Company or its Authorised Recipients at the offices or other
premises of any member of Red Sea Global Group; or

(d) consists of any reports, analyses, compilations, studies or other documents prepared by, on behalf of, or for the
Company, and which contain, derive from or otherwise reflect any information described in (a), (b) and above;
and

Non-Disclosure Agreement (TRS-LG-FRM-0006)


Revision 02, Rev. Date 10-May-2022 Page 1 of 5
references to a person shall be construed, as the context requires, as references to any natural person, company or other legal or
governmental entity.

In consideration of Red Sea Global agreeing to supply Confidential Information to the Company, and entering into discussions with
the Company relating to the Project, the Company acknowledges that the Confidential Information is confidential and is received
under a duty of confidentiality to Red Sea Global and the applicable member of Red Sea Global Group and undertakes to Red Sea
Global and such applicable member of Red Sea Global Group as follows:

1. DUTY OF CONFIDENTIALITY

1.1 The Company shall hold the Confidential Information in strict confidence and will not disclose, copy, reproduce or
distribute in whole or in part, directly or indirectly any of it, or otherwise make it available to any person other than an
Authorised Recipient (on condition that they will not disclose, copy, reproduce, distribute or otherwise make it available to
any other person who is not an Authorised Recipient) without Red Sea Global’s specific prior written approval (which may
be withheld or delayed in Red Sea Global’s absolute discretion).

1.2 The Company and its Authorised Recipients shall use the Confidential Information solely for the purpose of considering,
evaluating and negotiating the Project and not for any other purpose.

1.3 The Company will procure that each Authorised Recipient to whom Information is disclosed is made aware (in advance of
disclosure) of the terms of this letter, and will use its best endeavours to procure that each such person adheres to those
terms as if that person were a party to this letter. The Company shall be responsible for any breach of the terms of this
letter by any Authorised Recipient.

1.4 The Company shall keep and shall procure that its Authorised Recipients shall keep the Confidential Information securely
and properly protected against theft, damage, loss and unauthorised access (including access by electronic means).
Without prejudice to the foregoing wording, the Company shall notify Red Sea Global immediately upon becoming aware
that any of the Confidential Information has been (or is likely to be) disclosed to, or obtained by, a third party (otherwise
than as permitted by this Undertaking) and shall take all steps as directed by the Employer or as may reasonably be
necessary to mitigate any adverse effect of such disclosure on Red Sea Global Group.

2. EXCEPTIONS

The undertakings in clause above shall not apply to Confidential Information which:

(a) at the time of supply is in, or subsequently comes into, the public domain, except through breach of the
undertakings set out in this Undertaking or through breach of any other duty of confidentiality relating to that
Confidential Information;

(b) is already in the Company's lawful possession or that of an Authorised Recipient;

(c) subsequently comes lawfully into the possession of the Company (or an Authorised Recipient) from a third party
who does not owe any member of Red Sea Global Group an obligation of confidence in relation to it; or

(d) is required to be disclosed by law, regulation or any governmental or competent regulatory authority (including,
without limitation, any securities exchange), provided that, to the extent reasonably practicable, the Company
shall consult in advance with (and take into account the reasonable requests of) Red Sea Global on the proposed
form, timing, content and purpose of the disclosure.

3. ANNOUNCEMENTS

3.1 The Company undertakes that it shall not, and shall procure that none of its Authorised Recipients shall, without Red Sea
Global prior written consent, reveal to any person (other than, in the case of the Company, to an Authorised Recipient) or
otherwise announce that the Project is (or was) under consideration, that negotiations or discussions are (or were) taking
place between the Company and any member of Red Sea Global Group, the status or progress of such negotiations
(including termination of negotiations) or that Confidential Information has been provided.

Non-Disclosure Agreement (TRS-LG-FRM-0006)


Revision 02, Rev. Date 10-May-2022 Page 2 of 5
3.2 The restrictions in subclause above shall not apply if, and to the extent that, an announcement is required by any
applicable law, rule or regulation by any competent judicial, governmental, supervisory or regulatory body (including,
without limitation, any securities exchange) or any order of any competent court in the Kingdom of Saudi Arabia,
provided that the Company, to the extent permissible under law, first consult and co-operate with (and take into account
the reasonable requests of) Red Sea Development on the proposed form, timing, content and purpose of the
announcement.

4. RETURN/DESTRUCTION OF INFORMATION

4.1 If the Company ceases to be interested in the Project, and in any event upon the written request of Red Sea Global, the
Company will immediately, at its own cost and expense (and save as otherwise provided in subclause 4.2):

(a) return to Red Sea Global all documents containing Confidential Information or relating to the negotiations or
discussions about the Project (whether or not in the possession of the Company);

(b) destroy all analyses, memoranda or other documents derived from the Confidential Information provided (or
otherwise made available) to it or to any of its Authorised Recipients by or on behalf of any member of Red Sea
Global Group;

(c) to the extent reasonably practicable, expunge all Confidential Information from any computer, word processor
or other device containing the Confidential Information and belonging to the Company, its Authorised
Recipients or any other person in which it is held; and

(d) if so requested by Red Sea Global, the Company shall deliver to Red Sea Global a certificate signed by the
Company's secretary or other authorised officer confirming that the obligations contained in this clause have
been complied with.

4.2 The obligations under subclause 4.1 shall not apply to the extent that the Company or any Authorised Recipient is
required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent
judicial, governmental, supervisory or regulatory body. Without prejudice to the provisions of subclause 4.1, each party to
this Undertaking may retain one copy of all Confidential Information provided to it and one copy of any analysis,
memoranda, or other documents derived from such information for the sole purpose of retaining a definitive record of
the Confidential Information actually provided and as long as:

(a) such retained Confidential Information is treated as confidential at all times in accordance with the provisions of
this Undertaking; and

(b) the copy of that Confidential Information is not duplicated or otherwise copied, reproduced or summarised (in
each case, in whole or in part) by the party retaining that Information.

5. NO REPRESENTATION OR WARRANTY

5.1 The Company acknowledges and agrees on behalf of itself and its Authorised Recipients that:

(a) the Confidential Information does not purport to be all inclusive and that no representation or warranty,
express or implied, has been or will be made by any member of Red Sea Global Group or any of their respective
directors, officers, employees, agents or advisers as to the accuracy, reliability or completeness of any of the
Confidential Information; and

(b) no member of Red Sea Global Group (or any director, officer or employee thereof) shall:

(i) have any liability to the Company or to any other person resulting from the use of Confidential
Information by the Company or its Authorised Recipients; or

(ii) be under any obligation to provide further Confidential Information, update Confidential Information
or correct any inaccuracies in Confidential Information.

This subclause 5.1 does not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

Non-Disclosure Agreement (TRS-LG-FRM-0006)


Revision 02, Rev. Date 10-May-2022 Page 3 of 5
5.2 The Company acknowledges and agrees on behalf of itself and its Authorised Recipients that no member of Red Sea
Global Group shall have any duty of care to the Company or its Authorised Recipients or to any other person.

6. GENERAL

6.1 Without affecting any other rights or remedies that the members of Red Sea Global Group may have, the Company
acknowledges that members of Red Sea Global Group may be irreparably harmed by any breach of the terms of this
Undertaking and that damages alone may not necessarily be an adequate remedy. Accordingly, the Company hereby
acknowledges that injunctive relief, specific performance or other equitable relief and without proof of actual damages in
favour of the relevant member(s) of Red Sea Global Group may be an appropriate and necessary remedy for any threat or
actual breach of the terms of this Undertaking.

6.2 No failure or delay in exercising any right, power or privilege under this Undertaking will operate as a waiver of it, nor will
any single or partial exercise of any right, power or privilege under this Undertaking preclude any other or further
exercise of it or of any other right, power or privilege under this Undertaking or otherwise. No modification to this
Undertaking or any waiver granted by Red Sea Global Group in respect of any action taken by the Company or its advisers
shall be effective unless agreed in writing by Red Sea Global.

6.3 The Company's undertakings under this Undertaking are given for the benefit of (and shall be enforceable by) each
member of Red Sea Global Group and nothing contained in this Undertaking shall be construed as prohibiting any
member of Red Sea Global Group from pursuing any other remedies available to it.

6.4 Without prejudice to any applicable laws relating to secrecy or confidential information, the obligations set out in this
Undertaking shall survive for a period of three years from the date hereof whether or not negotiations regarding the
Project have been completed or this Undertaking has been otherwise terminated.

6.5 If any provision of this Undertaking is held to be illegal, invalid or unenforceable, that provision shall (so far as it is illegal,
invalid or unenforceable) be given no effect and shall be deemed not to be included in this Undertaking, but that shall not
affect the legality, validity or enforceability of any other provision of this Undertaking.

6.6 The Company confirms that it is acting on this matter as principal and not as an agent for any other person.

6.7 Any notice or other communication given under this undertaking or in connection with the matters contemplated hereon
shall, except as otherwise specifically provided, be in writing in Arabic or English language, addressed to the head office
of the addressee.

6.8 This Undertaking contains the entire agreement between the parties regarding the subject matter hereof and shall
supersede all written and oral agreements of the parties entered into with regard to the treatment of Confidential
Information.

6.9 This Undertaking may be executed in any number of counterparts each of which shall have the same effect as if the
signatures on the counterparts were on a single copy of this Undertaking.

7. GOVERNING LAW AND JURISDICTION

This Undertaking and the relationship between the Company and Red Sea Global shall be governed by and construed in
accordance with the laws of the Kingdom of Saudi Arabia and any disputes arising in connection with this Undertaking
shall be settled before the competent court with jurisdiction in the Kingdom of Saudi Arabia.

Non-Disclosure Agreement (TRS-LG-FRM-0006)


Revision 02, Rev. Date 10-May-2022 Page 4 of 5
SIGNATORY

Please confirm your agreement by signing and returning to us a copy of this Undertaking.

16/05/23

.....................................................................................

For and on behalf of Vontron Technology Co.,LTD

Name: Shahid Khawaja

Title: Regional Sales Manager – Middle East

Non-Disclosure Agreement (TRS-LG-FRM-0006)


Revision 02, Rev. Date 10-May-2022 Page 5 of 5

You might also like