This Confidentiality and Non-Disclosure Agreement (Agreement), made and entered into on this [yyyy/mm/dd], by and between:〇〇〇〇Co., Ltd., (hereinafter referred to as 〇〇〇)registered number〇〇〇〇〇〇registered address〇〇〇〇〇〇〇〇〇〇〇〇legally represented by Mr.〇〇〇- and -〇〇〇〇Co., Ltd., (hereinafter referred to as 〇〇〇)registered number〇〇〇〇〇〇registered address〇〇〇〇〇〇〇〇〇〇〇〇legally represented by Mr.〇〇〇(Each referred to as Party and collectively Parties)RECITALSIn the process of such engagement, the Parties will exchange or disclose information which is considered confidential and proprietary on potential IT projects.NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereto agree as follows:1. DefinitionFor the purpose of this Agreement, Confidential Information shall mean(i) all information disclosed in tangible form by the Parties (Disclosing Party) which are confidential or proprietary, and(ii) all information disclosed orally or otherwise in intangible form by the Disclosing Party and treated or designated as confidential or proprietary at the time of disclosure.Confidential Information includes, but is not limited to (whether or not reduced in writing): discoveries, ideas, concepts, software in various stages of development, designs, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, know-how, marketing techniques and materials, marketing and development plans, customer names and other information related to customer, price lists, pricing policies and financial information, and any other information which the Party (Receiving Party) obtain from the other Party and which the Disclosing Party treats as proprietary or designates as Confidential Information.New discoveries, ideas or works of diversity in whole or in part, conceived or made by the Receiving Party during the term of this agreement but which were made through the use of the Confidential Information of the Disclosing Party shall belong exclusively to the Disclosing Party and shall be considered part of the Confidential Information whether or not fixed in a tangible medium of expression.2. PurposeThe Parties have an interest in participating and discussions wherein either Party which may involve the disclosure or exchange of information which is confidential in nature by the Bank to SBI(Dalian) and not in the public domain. The Receiving Party shall use the Confidential Information only for the purpose of fulfilling its commitments/obligations under any agreement the Parties entered into or which the Parties may enter into in connection with it.3. Confidentiality ObligationThe Receiving Party hereby agrees to protect the Confidential Information by using the same degree of care, but not less than reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party use to protect its own confidential or proprietary information of a like nature. The Receiving Party shall limit the use of and access to the Disclosing Partys Confidential Information to its employees or independent contractors who need to know such Confidential Information for the purpose set forth in Section 2 above and who have entered into binding obligations of confidentiality with the Receiving Party substantially similar to the obligations set forth herein.4. TermThis Agreement shall become effective upon its execution and shall remain effective for one (1) year thereafter, unless earlier terminated by written agreement of the Parties. Notwithstanding the foregoing, the confidentiality obligations set forth in this Agreement shall expire three (3) years from the date of this Agreement.5. ExclusionsThis Agreement shall not apply to any information which:a) at the date of its disclosure to the Receiving Party, is public knowledge or which subsequently becomes public knowledge through no wrongful act or breach of this Agreement by the Receiving Party; orb) is required to be disclosed in order to comply with applicable laws, regulations or rules or with any requirement imposed by judicial or administrative process or any governmental or court order; orc) is not in writing and specifically marked as Confidential; ord) was available to the Receiving Party or becomes known to the Receiving Party prior to or subsequent to disclosure by the Disclosing Party from sources to which the Receiving Partys knowledge are under no obligation of confidentiality to the Disclosing Party, as evidenced by the records; ore) the Disclosing Party previously agrees in writing that it may be disclosed; orf) is required to be disclosed by the Receiving Party to any outside consultant or advisers or any other person if the Receiving Party in its absolute discretion considers such disclosure to be appropriate and necessary to enable the Receiving Party to consider and evaluate the Confidential Information and/or to protect the interest of the Receiving Party while evaluating the Proposal. Provided however, the Receiving Party shall forthwith notify the Disclosing Party of such disclosure in writing; org) information that is developed by the Receiving Party without access to the Confidential Information, provided that such independent development is evidenced by written records.6. Return of Confidential InformationUpon request of the Disclosing Party at any time, the Receiving Party shall:(i) turn over to the Disclosing Party all Confidential Information, all documents or media containing such Confidential Information, and any and all copies or extracts thereof; or(ii) destroy the Confidential Information, and any and all copies or extracts thereof, and provide the Disclosing Party with a duly sworn certification of such destruction signed by an authorized representative of the Receiving Party.7. Equitable ReliefThe Receiving Party acknowledges and agrees that due to the unique nature of the Confidential Information, there may be no adequate relief at law for any breach of its obligations hereunder, which breach, may allow the Receiving Party or any third party to unfairly compete with the Disclosing Party and may result in irreparable harm to the Disclosing Party, hence, upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies the Disclosing Party may have in law. The Parties shall notify the other Party in writing, immediately upon the occurrence of any such unauthorized release of Confidential Information or any such breach of this Agreement.8. Ownership/Use of Confidential InformationThe Parties hereby expressly acknowledge that the Confidential Information is proprietary to and belongs in ownership to the Disclosing Party. Hence, the Receiving Party may not use the same for any purpose whatsoever without the prior written consent of the Disclosing Party, except to the extent allowed under this Agreement.9. CompensationThe Receiving Party agrees to compensate the disclosing party for the direct losses caused by or in connection with the following matters (whether in tort, contractual liability or otherwise), claims, losses, damages, demands, costs (including but not limited to: indirect losses, loss of profits, loss of reputation, attorneys fees and other professional fees) or be liable to compensate and hold the Disclosing Party harmless: any act or omission of the receiving party, its related persons, members of the receiving partys group, or the receiving party, its related persons or members of the receiving partys group, whether intentionally or unintentionally, disclosing or providing any confidential information in whole or in part to a third party (including as a result of the continued dissemination of such third party).10. Breach of agreementThe receiving party acknowledges that any breach or potential breach of agreement may cause irreparable loss (including indirect loss or loss of profit or loss of goodwill) of the disclosing party. These losses may not be quantifiable or irreparable. In this case, the disclosing party reserves the right to seek injunctive relief and claim economic compensation from the receiving party.11. Title and intellectual property rightsAll Confidential Information of the Disclosing Party is acknowledged by the Receiving Party to be the property of the Disclosing Party and the disclosure of the Confidential Information shall not be deemed to confer any rights to that Confidential Information on the Receiving Party. Any and all intellectual property right, title and interest attaching to, consisting of, associated with the Confidential Information, and whether registered or unregistered in any jurisdiction, shall remain the property of the Disclosing Party.12. Public announcementsThe Parties agree to maintain in strict confidence and not to disclose publicly or to any third party, the existence and substance of any discussions or negotiations between the Parties, the terms of any proposed arrangements or agreements, or any other information relating thereto. The Parties also agree that (i) they shall not, and (ii) shall procure that their respective affiliates, directors, officers, employees and representatives shall not, make any public announcements about the discussions between the Parties or the Proposed Transaction, whether in the form of press release or otherwise, without first seeking the prior written consent of the other Party.13. GeneralThis Agreement supersedes all prior discussions and writings with respect to the subject matter hereof and constitutes the entire agreement of the Parties with respect to the same subject matter. No waiver or modification of this Agreement shall be binding upon either Party unless made in writing and signed by a duly authorized representative of each Party and no failure or delay in enforcing any right hereunder will be deemed a waiver thereof. In the event that any provision of this Agreement shall be held by a court or tribunal of competent jurisdiction to be unenforceable or invalid, the remaining portions hereof shall remain in full force and effect. This Agreement shall be governed by the laws and arbitration of Kingdom of Cambodia. This Agreement shall be governed by and constituted and enforced in accordance with the laws of Kingdom of Cambodia.14. Notifications or CommunicationsAny notices or communications under this Agreement shall be sent to the Parties at the address set out above unless otherwise notified in writing by the other party. This means of notifications and communications shall be officially recognized by the Parties and shall be applied in the event that the parties have or do not have a dispute.15. SeverabilityWhenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable laws but should any provision of this Agreement be found unenforceable or invalid under applicable laws, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.16. LanguageThis Agreement shall be made in English in two (2) copies and shall be deemed to constitute but one and the same instrument. Each Party to this Agreement shall keep one (1) copy each.IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives on the date and place first above written.It is hereby acknowledged and agreed
