DATED THIS DAY OF , 20…

BETWEEN

AND

NON-DISCLOSURE & MUTUAL CONFIDENTIALITY AGREEMENT

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This NON-DISCLOSURE & MUTUAL CONFIDENTIALITY AGREEMENT is
made on …day of ……., 20…..

BETWEEN

…….. (hereinafter referred to as “_”) which expression shall where the context so
requires include its successors and permitted assigns) on the one part;

AND

………. (hereinafter referred to as “__ “) which expression shall where the

context so requires include its successors and permitted assigns) of the other
part.

(…….and …….together be referred to as the “Parties” and each a “Party”)

WHEREAS:-

A. ……….is in the business of ………..of …….and its related products and

services.
B. …….is in the business of ………...
C. The Parties wish to discuss and exchange certain information concerning
a business possibility in relation to possible business collaboration (“the
Business Purpose”) and the Parties may disclose information to each
other for the purpose of determining their respective interests in
establishing the business relationship between them.
D. The Parties wish to enter into this Non-Disclosure Agreement to define
their rights with respect to the said information and to protect the
confidentiality thereof and proprietary features contained therein in
accordance with the terms herein.

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NOW THIS AGREEMENT WITNESSETH as follows:-

1. Definition
“Confidential Information” means any personal data (having the meaning
ascribed under the relevant personal data protection law), information,
technical data, or know-how including, but not limited to, that which relates
to research, product plans, product, services, customers, markets, software,
developments, inventions, process, designs, drawings, engineering,
hardware and software configuration information, marketing or finance or
any form of business plans, which Confidential Information (except personal
data) is designated in writing to be confidential or proprietary or if given
orally, is confirmed promptly in writing as having been disclose as
confidential or proprietary.
“Data Security Obligations” means technical and organizational processes
and procedures that will protect the Personal Data from any loss, misuse,
modification, unauthorized or accidental access or disclosure, alteration or
destruction or damage and which include:
a) training of all relevant employees, agents and / or subcontractors;
b) technical security measures;
c) treating and safeguarding the Personal Data as strictly private and
confidential;
d) minimising disclosure of the Personal Data to third parties to the fullest
extent possible;
e) allowing access to the Personal Data strictly on a 'need to know' basis
employing appropriate access controls at all times;
f) copying, reproducing and/or distributing the Personal Data only to the
extent necessary for the purpose of conducting the Project; and
g) maintaining adequate back-ups for the data to enable the Personal
Data to be recovered in the event of damage or loss.
“Disclosing Party” means the party from whom the Confidential
Information originates and is disclosed to the Recipient. “PDPA” means the
Personal Data Protection Act 2010 and includes any subsidiary legislation
made under the PDPA and also any legislation replacing the PDPA.
“Personal Data” means personal data (having the meaning ascribed under
the PDPA), including but not limited to, the personal information of Godell
Gas’s customers and/or employees.
“Processing” means in relation to Personal Data, collecting, recording,
holding or storing the Personal Data or carrying out any operation or set of
operations on the Personal Data, including:-
a) the organization, adaptation or alteration of Personal Data;
b) the retrieval, consultation or use of Personal Data;

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 c) the disclosure of Personal Data by transmission, transfer,
dissemination or otherwise making available; or
d) the alignment, combination, correction, erasure or destruction of
Personal Data.
“Recipient” means the party to whom the Confidential Information is given
or disclosed by the Disclosing Party pursuant to this Agreement.

2. Recipient’s Obligations
2.1 The Recipient agrees that it shall (and shall ensure that its employees,
agents and / or subcontractors observe the same):-
a) process the Confidential Information solely for the Business Purpose
which are in accordance with this Agreement and the Disclosing
Party’s written instructions as may be given by the Disclosing Party
from time to time, and for the fulfilment of the Recipient’s obligations
under this Agreement. This restriction applies during the term of this
Agreement and thereafter in accordance with Clause 7 below;
b) protect the Confidential Information provided by the Disclosing Party
or obtained pursuant to this Agreement in the same manner the
Recipient uses to protect the Recipient’s own confidential information,
provided always that the Recipient shall use not less than reasonable
standards of care in protecting the Confidential Information and/or in
accordance with such further instructions as may be issued or
safeguards as may be required by the Disclosing Party from time to
time;
c) effect and maintain adequate security measures to safeguard all
Confidential Information from access or use by any unauthorised
persons;
d) not transfer any Confidential Information to any unauthorised third
party other than to the Disclosing Party in any circumstances save and
except with the written consent of the Disclosing Party or to comply
with a legal obligation imposed on the Recipient.;
e) ensure that their employees, agents and/or subcontractors do not do
or, where they have a duty to act, have not omitted to do and shall not
omit to do anything that would cause the Disclosing Party or
themselves to be in breach of any laws of Malaysia;
f) take reasonable steps to ensure the reliability of their employees,
agents and/or subcontractors who may have access to the
Confidential Information and use all reasonable endeavours to ensure
that such persons have sufficient skills and training in the handling of
Confidential Information;
g) ensure that their employees, agents and/or subcontractors that may
be required to access the Confidential Information are informed of the
confidential nature of the Confidential Information and comply with the
obligations set out in this clause;
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h) cooperate with the Disclosing Party to enable it to monitor its
compliance with the obligations set out in this Agreement and, upon
reasonable notice being given, permit reasonable access by the
Disclosing Party’s authorised representatives to any premise where
the Confidential Information are being processed in order to ascertain
compliance with this Agreement;
i) keep the Confidential Information of the Disclosing Party (including the
personal data and those relating to the Disclosing Party’s customers)
separate from that of the Recipient’s or of the Recipient’s other clients;
j) on request by the Disclosing Party or after the business possibility has
been rejected or concluded to:-
(i) immediately return all or part of the Confidential Information to
the Disclosing Party any and all of the aforesaid information and
erase from the data files and all records maintained by the
Recipient containing any part of the same; and
(ii) ensure that such data files and records are not in any manner
retrievable by whatsoever methods or means;
k) promptly notify the Disclosing Party by telephone and follow up in
writing if it becomes aware of any actual, suspected or alleged
unauthorised use of, disclosure of, or access to Confidential
Information by itself or others, including notification of loss or
suspected loss of data whether or not such data has been encrypted.
The Recipient shall cooperate with the Disclosing Party in the manner
reasonably requested by the Disclosing Party and in accordance with
law, including but not limited to: conducting the investigation;
cooperating with authorities; notifying at the Recipient’s sole expense
affected persons, credit bureaus, other persons or entities deemed
appropriate by the Disclosing Party; and issuing press releases. Such
cooperation will include without limitation:
(i) allowing the Disclosing Party access to the Recipient’s records and
facilities;
(ii) providing all relevant data and reports to the Disclosing Party;
and
(iii) obtaining prior advance approval from the Disclosing Party on
any notifications to impacted individuals or press releases;
l) cooperate with the Disclosing Party and with relevant law enforcement
authorities and/or regulatory bodies in any effort to notify injured or
potentially injured parties, and such cooperation will be at the
Recipient’s expense, except to the extent that the misappropriation or
exposure or leak of Confidential Information was caused by the
Disclosing Party;
m) inform the Disclosing Party promptly in writing if it becomes aware of
any unauthorised use or disclosure of Confidential Information by itself
or others; and

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 n) inform the Disclosing Party promptly in writing if the Recipient is of the
opinion that any instruction from the Disclosing Party violates any
applicable laws in force.

2.2 The Parties recognise that each of them may be part of an organization of
multiple legal entities and that it may be necessary or appropriate for each
Party to provide information to its affiliated companies. “Affiliate” means, in
relation to a Party, (i) any entity under the Control of such Party; or (ii) any
entity Controlling such Party; or (iii) any other entity under the Control of a
controlling entity under (ii) hereof. For the purpose of this definition, the term
“Control” (including the correlative meanings of the terms “Controlling”,
“Controlled by”, and “under the Control of”), as used with respect to any
Party, means a Party’s (a) ownership, directly or indirectly, of equity
securities or shares entitling it to exercise in the aggregate of more than fifty
percent (50%) of the voting power of the entity in question; or (b)
possession directly or indirectly, of the power to direct or cause the direction
of the management policies of or with respect to the entity in question,
whether through ownership of securities, by contract or otherwise.
2.3 For this purpose, each Party agrees (both as the Disclosing Party and as
the Recipient hereunder) that;
a) Recipient may disclose information to an Affiliate but only to the extent
that such Affiliates has a need to know such Confidential Information
in order to carry out the Business Purpose;
b) Disclosure by or to an Affiliate of a Party hereto shall be deemed to be
a disclosure by or to that Party, as applicable; and
c) Each Party guarantee the observance and proper performance by its
Affiliate of the terms and conditions of this Agreement.

3. Exclusions
3.1 Save and except for Personal Data, the obligation imposed upon either
party herein shall not apply to information which:
a) is in the possession of the Recipient at the time of disclosure as
shown by the Recipient’s files and records immediately prior to the
time of disclosure; or
b) prior or after the time of disclosure becomes part of the public
knowledge or literature, not as a result of any inaction or action of the
Recipient; or
c) is approved by the Disclosing Party, in writing, for release; or
d) is independently developed by the Recipient; or
e) disclosure is required by law, an order from court of competent
jurisdiction, tribunal or regulatory body of competent jurisdiction to
disclose all or any part of the Confidential Information, but only to the
extent so ordered or required.
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4. Patent, Trademark or Copyright Infringement
4.1 Nothing in this Agreement is intended to grant any rights to the Recipient
under any patent, trademark or copyright, nor shall this Agreement grant the
Recipient any rights in or to the Disclosing Party’s Confidential Information
solely for the purposes of determining whether to enter into the proposed
business relationship with the Disclosing Party.
4.2 The Parties acknowledge that the Confidential Information (including any
intellectual property rights) disclosed shall remain the property of the owner
or to the Disclosing Party and no warranty as to its accuracy is given by the
Disclosing Party to the Recipient. Nothing contained herein grants the
Recipient all rights, title and interest or to assign, sublicense or otherwise
transfer from the Disclosing Party to the Recipient

5. Disclosing Party’s Right of Audit

5.1 Where the Recipient, pursuant to its obligations under this Agreement,
processes Personal Data for the said Project, it shall:
a) permit the Disclosing Party or its representatives (subject to
reasonable and appropriate confidentiality undertakings), to inspect an
audit the Recipient’s data processing activities and comply with all
reasonable requests or directions by the Disclosing Party to enable
the Disclosing Party to verify and/or procure that the Recipient is in full
compliance with its obligations under this Agreement; and
b) allow its data processing facilities, procedures and documentation to
be submitted for scrutiny by the Disclosing Party or its auditors in
order to ascertain compliance with the data protection laws in
Malaysia and the terms of this Agreement.

6. Indemnity
The Recipient shall be liable for and shall indemnify (and keep the
Disclosing Party indemnified) the Disclosing Party against each and every
action, proceeding, liability, cost, claim, loss, expense (including reasonable
legal fees and disbursements on a solicitor client basis) and demands
incurred by the Disclosing Party which arise directly or in connection with
the Recipient’s data processing activities under this Agreement, including
without limitation those arising out of any third party demand, claim or
action, or any breach of contract, negligence, fraud, wilful misconduct,
breach of statutory duty or non-compliance with any part of this Agreement
by the Recipient.

7. Term

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7.1 This Agreement shall be effective for a period of Six (6) months from the
date of execution of this Agreement.
7.2 The foregoing commitments and duties of Recipient with respect to
Confidential Information under this Agreement shall survive any termination
of discussions between the Parties, and shall continue for a period of One
(1) year from the date of its disclosure under this Agreement.
Notwithstanding the foregoing, the obligation of maintaining the
confidentiality of trade secrets and intellectual property of the Disclosing
Party shall remain perpetual.

8. Miscellaneous
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 hereof. 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.
The parties understand that nothing herein requires either party to proceed
with any proposed transaction or relationship in connection with which
Confidential Information may be disclosed. 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 unenforceable, the remaining portions hereof
shall remain in full force and effect.

9. Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with the laws of ……….and shall be binding upon the parties
hereto in …………. The courts of …………shall have exclusive jurisdiction
to hear and determine all actions and proceedings arising out of this
Agreement and the Recipient hereby submits to the jurisdiction of the courts
of …………….. for the purpose of any such actions and proceedings.

10. Remedies

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 The Recipient agrees that the obligations of the Recipient provided herein
are necessary and reasonable in order to protect the Disclosing Party and
its business, and the Recipient expressly agrees that monetary damages
would be inadequate to compensate the Disclosing Party for any breach by
the Recipient of its covenants and agreement set forth herein. Accordingly,
the Recipient agrees and acknowledges that any such violation or
threatened violation will cause irreparable injury to the Disclosing Party and
that in addition to any other remedies that may be available, in law, in equity
or otherwise, the Disclosing Party shall be entitled to obtain injunctive relief
against the threatened breach of this Agreement or the continuation of any
such breach by the Recipient, without the necessity of providing actual
damages.

11. Representation and Warranties

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

12. Announcements
The Parties hereto shall keep confidential the existence of all evaluations
and discussions concerning the Business Purpose and not make any public
announcement or comment in relation to the Business Purpose without
prior written consent of the other.

13. Stamping Cost

The stamp duty of this Agreement shall be borne by each Party.

14. Counterpart
This Agreement may be signed in two or more counterparts each of which
together will be deemed to be original and all of which together will
constitute one and the same instrument. Signing of this Agreement and
transmission by facsimile or electronic document transfer will be acceptable
and binding upon the Parties hereto.

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IN WITNESS WHEREOF the Parties hereto have hereunto set their hands the
day and year first above-written.

SIGNED for and on behalf of }

………. }
(Company. No. ) }
}
} _____________________________
Name:
Position:

In the presence of

------------------------------------------
(Signature & Name)

SIGNED for and on behalf of }

…….. }
(Co. No. ) }
}
} _____________________________
Name:
Position:

In the presence of

------------------------------------------
(Signature & Name)

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