CONFIDENTIALITY AGREEMENT
AGREEMENT
1.CONFIDENTIAL INFORMATION
1.1 In this agreement, unless the context otherwise requires.
“Confidential Information” means this agreement and any information,
data, procedures and material of whatever nature and in whatever
medium supplied by the discloser to the recipient other than information
which:
(a) at the time of disclosure to or by the recipient is generally available
to the public (other than as a result of a disclosure by the recipient in
breach of its obligations under this agreement or other obligation of
confidentiality);
(b) was available to, and legally and property obtained by, the recipient
on a non-confidential basis from a source other than the discloser,
provided that such source was not bound by an obligation of
confidentiality to the discloser; or
(c) has been independently acquired or developed by the recipient
without violating any of its obligations under this agreement or at law
and without the use of any Confidential Information.
2. CONFIDENTIALITY
2.1 The recipient will only use the Confidential Information for the purpose for which it was disclosed, and for no other purpose. Therecipient agrees that it will only disclose the Confidential Information to
such of its directors, officers, employees, agents, consultants or
professional affiliates who need to know the Confidential Information.
The recipient is responsible for ensuring that such persons comply with
the provisions of this agreement.
2.2 As used in this Agreement, “Affiliate(s)” shall mean any other
corporation, firm, partnership or other legal entity which, directly or indirectly, is controlled by, controlling or under common control with
the relevant party in this Agreement, where “control” means anownership, voting or similar interest representing fifty percent (50%) or
more of the total interests then outstanding of the relevant entity (but only as long as such person or entity meets these requirements. The
recipient shall keep the Confidential Information confidential and shall
not disclose it or make it available directly or indirectly to anyunauthorised person without the discloser’s prior written approval.
2.3 The recipient shall take reasonable steps to protect the Confidential
Information against loss and ensure that any person who has access to the Confidential Information does not make any unauthorised use,
modification, reproduction or disclosure of it.
2.4 The recipient shall immediately notify the discloser of any actual or
potential breach of confidentiality, disclosure or unauthorised use of the
Confidential Information.
3. DISCLOSURE REQUIRED BY LAW
3.1 If the recipient becomes obliged by law or the rules of any stock exchange to disclose any Confidential Information, the recipient will
promptly provide written notice of such requirement to the discloser.
The recipient agrees to furnish only that portion of the Confidential
Information which it is advised by written opinion of counsel is legally
required to be disclosed, and will cooperate with the discloser in
obtaining assurances that confidential treatment will be accorded to that
Confidential Information.
4. RETURN OF CONFIDENTIAL INFORMATION
4.1 The recipient will, upon demand by the discloser and at the disclosers option, either return to the discloser or destroy all the disclosers Confidential Information (written including all printed and
electronic copies thereof) in the recipient possession or control, except for one copy of the Confidential Information which it is entitled to retain
in its confidential files (including Electronic Copies) solely for
(i) monitoring compliance with its obligations hereunder; and/or (ii) legal
defence purposes and/or (iii) as necessary to comply with regulatory
record keeping requirements applicable to it. The provisions of thisAgreement shall continue to apply to any documents and materialsretained by the recipient pursuant to this clause.
5. INTELLECTUAL PROPERTY
5.1 The recipient acknowledges the discloser exclusive right, title and interest in and to the formulations, manufacturing processes, analytical
testing methods including validation, inventions, improvements,
knowhow and experience which in each case relate in any way to the
products or services the discloser supply (Intellectual Property Rights)
and the recipient will not at any time, do or cause to be done, or assistdirectly or indirectly in, any act or thing contesting in any way,impairing or intending to impair any part of the Intellectual Property Rights, except where otherwise agreed in writing between the parties.
The recipient will not at any time represent that it has any ownership in
the Intellectual Property Rights.
5.2 The recipient will assist in protection of the rights of the discloser in
respect of the intellectual Property.
5.3 The recipient will notify the discloser immediately of any improper
or wrongful use of the Intellectual Property or any information or
threatened infringement of the Intellectual Property comes to the notice
of the recipient or the recipient is threatened with any claims, suits,
actions, damages or demands as a result of the Intellectual property
being affixed to or used in connection with the Products.
6. INDEMNITY
6.1 The recipient acknowledges that damages alone may not be an
adequate remedy for any breach of its obligations under this agreement
and that the granting of injunctive or other equitable and/or interlocutory
relief would be necessary to protect the discloser's rights and interests in
the Confidential Information.
7. ACKNOWLEDGMENTS
7.1 The recipient acknowledges that the Confidential Information will remain the property of the discloser at all times.
7.2 The discloser will not be liable in any way for any loss of any kind (including, without limitation, damages, costs, loss of profits or consequential or special loss or damage of any kind) arising from any
error, inaccuracy, incompleteness or other defect In the Confidential
Information.
7.3 The discloser warrants it has right and title to disclose ConfidentialInformation under this Agreement for the Purpose. This agreement is governed by Malaysian law and the parties agree to submit to the
exclusive jurisdiction of the Malaysian courts.
7.4 The discloser reserves the right not to disclose patented formulations
to the recipient. Patented formulations are the intellectual property of the
discloser and will only be released to the appropriate authority should
regulation require it.
7.5. This Agreement shall be effective as of the Effective Date and shall
continue for a period of two (2) years, unless earlier terminated by
written notice of one of the parties on thirty (30) days’ written notice.
All obligations undertaken respecting Confidential Information shall
survive termination of this Agreement for a period of three (3) years
from date of termination. Upon expiration or termination of this Agreement, the recipient shall stop making use of the Confidential Information.