NDA (Template) (ADE)

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CONFIDENTIAL

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is entered into on

BETWEEN

(1) MK Innovative Ventures (Company No. 002384075-U ), a company incorporated under the
laws of MALAYSIA with its registered address at 40-2 ( 2nd floor) Jalan Dagang SB 4/2,
Taman Sg Besi Indah, 43300 Seri Kembangan, Selangor Darul Ehsan (“the Company”).

AND

(2) AXIATA DIGITAL ECODE SDN BHD (Company No. 1214970-T), a company incorporated
under the laws of Malaysia with its registered address at Level 5, Corporate Headquarters,
Axiata Tower, 9 Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia
(“Axiata”).

WHEREAS:

(a) Axiata is a wholly owned subsidiary of Axiata Group Berhad, an investment holding company
listed on the Main Market of Bursa Malaysia Securities Berhad with mobile and non-mobile
telecommunications operations and investments in 9 countries.

(b) The Company is a vending machine operator for food and beverages located through out Klang
Valley.

(c) Axiata and the Company proposes to enter into discussions with one another to [explore
potential collaboration opportunities] ("Purpose") and consequently both parties are providing
certain information which is highly sensitive and confidential in nature to each other.

(d) The parties agree that the provision of such information shall be in accordance with the terms
and conditions of this Agreement.

NOW, IT IS HEREBY AGREED as follows:

1. Definition

“Authorised Person” means (i) in relation to the Company, authorised representatives of the
Company to whom disclosure of Confidential Information is strictly necessary to fulfill the
Purpose and shall include its advisers; and (ii) in relation to Axiata, authorised representatives
of Axiata to whom disclosure of Confidential Information is strictly necessary to fulfill the
Purpose, including other members of Axiata’s Group and its advisers.

“Confidential Information” shall mean:

(a) all commercial, business, financial, technical, operational, administrative, marketing or


other information or data (including trade secrets, know-how, customer and supplier
details, business opportunities and processes, plans, intentions, market strategy and
opportunities, customer and business affairs, future plans for the development of the
business of the Group, and any other material bearing or incorporating any information
and documentation relating to the Group) in whatever form supplied or received
(whether in oral, written, magnetic, electronic, digital or any other form) relating to the
Group and its affairs which is directly or indirectly disclosed or made available on or
after the date of this Agreement;

(b) copies, analyses, compilations, studies and other documents which contain or
otherwise reflect or are generated from any such information; and

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CONFIDENTIAL

(c) the fact that the Purpose and potential transactions are contemplated, any terms or
facts or discussions relating to the Purpose and the terms of any documentation for the
Purpose, if any, including this Agreement.

“disclosing party” means the party disclosing the Confidential Information.

“Group” means for purposes of this Agreement, as the context may require, either (i) Axiata
and its subsidiaries, associates and affiliates or (ii) the Company and its subsidiaries,
associates and affiliates.

“receiving party” means the party to whom the Confidential Information is disclosed.

2. Scope

In consideration of the disclosure of Confidential Information by the disclosing party to the


receiving party, the receiving party undertakes and agrees to treat and maintain as confidential
the Confidential Information it has received in accordance with the terms and conditions in this
Agreement.

3. Purpose

The receiving party shall use the Confidential Information only for the Purpose.

4. Confidentiality Obligation

The receiving party shall:

(a) not disclose the Confidential Information or any part of it to any person other than an
Authorised Person and require that each such Authorised Person comply with
confidentiality provisions no less onerous than those contained in this Agreement;

(b) not use the Confidential Information or any part of it for any purpose other than the
Purpose;

(c) not make any copies, summaries, transcripts, analyses, compilations, studies or other
documents which contain or otherwise reflect or are generated from, the whole or any
part of the Confidential Information save as is strictly necessary for the Purpose and
provided that all such copies, summaries, transcripts, analyses, compilations, studies
or other documents shall be clearly identified as being, Confidential Information;

(d) notify the disclosing party immediately when it becomes aware that any Confidential
Information has been disclosed to or is in the possession of any person who is not an
Authorised Person;

(e) to the extent possible keep all Confidential Information separate from its own
information in a safe and secure place and shall treat all Confidential Information in a
manner which is no less secure than the manner in which it treats its own confidential
or proprietary information; and

(f) upon termination or at the request of the disclosing party, deliver up to the disclosing
party or destroy or erase (as the disclosing party may direct) any records of whatsoever
nature in the possession, custody or control of the receiving party which contain any
Confidential Information or which are produced or received by the receiving party in
connection with the Purpose, except to the extent that the same form part of the
permanent records of the receiving party which it is bound by law or regulatory
requirement to preserve, or which the receiving party may reasonably require to keep
for archive purposes, and the provisions of this Agreement shall, notwithstanding its
termination, continue to apply to all such retained Confidential Information.

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CONFIDENTIAL

5. Exceptions to obligation of confidence

Notwithstanding any other provisions in this Agreement, the receiving party shall not be liable
for release or disclosure of, and the confidentiality obligations shall not apply to, any
Confidential Information that:

(a) is required by law or any governmental or other regulatory authority to be disclosed;

(b) is or becomes part of the public domain through no fault of the receiving party;

(c) is known to the receiving party prior to the disclosure by the disclosing party without an
obligation to keep such Confidential Information confidential;

(d) is subsequently obtained by the receiving party from a third party without breach of any
obligation of confidentiality owed to any third party or the disclosing party;

(e) is independently developed by the receiving party without any breach of this Agreement
as evidenced by written records; or

(f) is approved for public release by the disclosing party.

6. Announcements

Neither party shall make any public announcement or comment in relation to the Confidential
Information or the Purpose, without the prior written consent of the other party.

7. Intellectual Property Rights

Neither party shall acquire any intellectual property rights nor any other rights under this
Agreement or through any disclosure, except the limited right to use the Confidential
Information in accordance with this Agreement.

8. Warranty

The Confidential Information disclosed under this Agreement is delivered on a “as is” basis,
and all representations or warranties, whether express or implied, including warranties or
conditions for fitness for a particular purpose, accuracy or completeness, title and non-
infringement, are disclaimed.

9. Duration

This Agreement shall automatically terminate upon notification by Axiata, or when Axiata
decides not to proceed with the Purpose and gives the Company a written notice to such effect
or upon the entry by the parties into a definitive agreement relating to the Purpose, whichever
is earlier. Notwithstanding the termination for whatever reason of this Agreement, the
obligations of confidentiality shall continue and remain for a period of 2 years from the date of
termination of this Agreement.

10. Law

This Agreement is governed by and interpreted in accordance with the laws of Malaysia and
each party submits to the exclusive jurisdiction of the courts of Malaysia.

11. Counterparts

This Agreement may be entered into in the form of two or more counterparts, and by the parties
to it on separate counterparts, each of which when so executed and delivered shall be an
original, but all the counterparts shall together constitute one and the same instrument.

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CONFIDENTIAL

12. General

(a) This Agreement supersedes all prior discussions and writings with respect to the
subject matter hereof, and constitutes the entire agreement between the parties with
respect to the subject matter.

(b) No waiver or modification of this Agreement will be binding upon either party unless
made in writing and signed by a duly authorised representative of each party and no
failure or delay in enforcing any right will be deemed a waiver.

(c) This Agreement shall be binding upon each party’s respective successors in title and
this Agreement and the obligations created by this Agreement shall continue to be valid
and binding notwithstanding any change by amalgamation reconstruction or otherwise
(including but not limited to a change of name or corporate identity) which may be made
in the constitution of either party to this Agreement.

(d) If any of the provisions of this Agreement shall be held by a court or other tribunal of
competent jurisdiction to be unenforceable, the remaining portions hereof shall remain
in full force and effect.

(e) The headings to the Clauses of this Agreement are included merely for reference and
shall not affect the meaning of the language therein.

(f) Words denoting natural persons include bodies corporate or unincorporated. Words
denoting singular shall include the plural and vice versa.

[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]

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CONFIDENTIAL

In witness whereof the parties have executed this Agreement on the day, month and year first above
written.

Signed for and on behalf of:


AXIATA DIGITAL ECODE SDN BHD
(Company No. 1214970-T)

by:

______________________________

Name:
Designation:

Witnessed by:

______________________________

Name:
Designation:

Signed for and on behalf of:


MK INNOVATIVE VENTURES
(Company No. 002384075-U )

by:

______________________________

Name: MUHAMMAD KHAIRIL ZAINUDIN


Designation: CEO

Witnessed by:

______________________________

Name: SYAFIQ ISMAIL


Designation:MARKETING & OPERATION MANAGER

Non-Disclosure Agreement Page 5

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