Recitals
WHEREAS, The Worldfolio Pte Ltd ("Disclosing Party") intends to disclose certain confidential and proprietary information ("Confidential Information") to the Company/Person named in this form ("Receiving Party") for the purpose of evaluating a potential investment in the Disclosing Party ("Purpose"). Collectively referred to as "Parties" and individually as "Party".
WHEREAS, the Parties wish to set forth the terms and conditions under which the Confidential Information will be disclosed and protected.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
1. Definition of Confidential Information
1.1 "Confidential Information" means all information, whether written, oral, or in any other form, that is disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose, including but not limited to business plans, financial statements, technical data, customer lists, trade secrets, and intellectual property.
1.2 Confidential Information does not include information that: a) Is or becomes publicly available through no fault of the Receiving Party; b) Is already known to the Receiving Party at the time of disclosure without an obligation of confidentiality; c) Is rightfully received from a third party without breach of this Agreement; d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
2. Obligations of the Receiving Party
2.1 The Receiving Party agrees to: a) Use the Confidential Information solely for the Purpose; b) Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party; c) Take all reasonable measures to protect the confidentiality of the Confidential Information, which measures shall be at least as stringent as those used to protect its own confidential information; d) Return or destroy all Confidential Information upon termination of this Agreement or upon request of the Disclosing Party, whichever is earlier.
3. No License
3.1 No license, whether express or implied, in the Confidential Information is granted to the Receiving Party other than to use the Confidential Information in accordance with the terms of this Agreement.
4. Term and Termination
4.1 This Agreement shall commence on the date first written above and continue in effect for a period of two (2) years, unless terminated earlier by either Party with thirty (30) days' written notice to the other Party.
4.2 The obligations of confidentiality shall survive the termination of this Agreement for a period of three (3) years.
5. Governing Law
5.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.
6. Miscellaneous
6.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
6.2 Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both Parties.
6.3 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
6.4 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written through the completion of this online agreement where the Receiving Party had provided his personal information.