CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (“Agreement”), is entered into effect as
of 2022 / 10 / 11 .
PARTIES
This is Agreement is between the parties below:
(1) Deny Agusman , Deny Agusman (the “Recipient”)
(2) 1982 Ventures Pte. Ltd. (201941564W), a limited liability company incorporated and
registered under the laws of Singapore (the “Disclosing Party”)
BACKGROUND
The Disclosing Party wishes to disclose to the Recipient, Confidential Information in relation
to the Purpose (as defined below). The Disclosing Party wishes to ensure that the Recipient
maintains the confidentiality of its Confidential Information. In consideration of the benefits to
the parties of the disclosure of the Confidential Information, the parties have agreed to comply
with the following terms in connection with the use and disclosure of Confidential Information.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation in this clause apply in this
agreement:
Confidential Information: all confidential information (however recorded, preserved
or disclosed) disclosed before, on or after the date hereof by the Disclosing Party or its
Representatives to the Recipient and that party's Representatives, including but not
limited to:
(a) the fact that discussions and negotiations are taking place concerning the
Purpose and the status of those discussions and negotiations;
(b) any information that would be regarded as confidential by a reasonable
business person relating to:
(i) the business, affairs, customers, clients, suppliers, plans, methods,
intentions, financial projections, or market opportunities of the
Disclosing Party; and
(ii) the operations, processes, product information, know-how, designs,
trade secrets or software of the Disclosing Party; and
(c) any information or analysis derived from Confidential Information;
but not including any information that:
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(d) is or becomes generally available to the public other than as a result of its
disclosure by the Recipient or its Representatives in breach of this agreement
or of any other undertaking of confidentiality addressed to the Disclosing
Party (except that any compilation of otherwise public information in a form
not publicly known shall nevertheless be treated as Confidential
Information); or
(e) was available to the Recipient on a non-confidential basis prior to disclosure
by the Disclosing Party; or
(f) was, is or becomes available to the Recipient on a non-confidential basis from
a person who is not bound by a confidentiality agreement with the Disclosing
Party or otherwise prohibited from disclosing the information to the
Recipient; or
(g) was lawfully in the possession of the Recipient before the information was
disclosed to it by the Disclosing Party.
Purpose: The Internship Agreement between the Disclosing Part and the Recipient.
Representative: employees, directors, officers and advisers of the Recipient and its
affiliates.
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1.2 A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality) and that person's legal and personal representatives,
successors and permitted assigns.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and
in the plural include the singular.
1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the
time being, taking account of any amendment, extension, or re-enactment, and includes
any subordinate legislation for the time being in force made under it.
1.5 Any obligation in this agreement on a person not to do something includes an obligation
not to agree or allow that thing to be done.
2. OBLIGATIONS OF CONFIDENTIALITY
2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential
and, except with the prior written consent of the Disclosing Party, shall:
(a) not use or exploit the Confidential Information in any way except for the
Purpose;
(b) not disclose or make available the Confidential Information in whole or in
part to any third party, except as expressly permitted by this agreement;
(c) not copy, reduce to writing or otherwise record the Confidential Information
except as strictly necessary for the Purpose (and any such copies, reductions
to writing and records shall be the property of the Disclosing Party); and
(d) apply the same security measures and degree of care to the Confidential
Information as the Recipient applies to its own confidential information,
which the Recipient warrants as providing adequate protection from
unauthorized disclosure, copying or use.
2.2 The Recipient may disclose Confidential Information to the extent such Confidential
Information is required to be disclosed by law, by any governmental or other regulatory
authority or by a court or other authority of competent jurisdiction provided that, to the
extent it is legally permitted to do so, it gives the Disclosing Party reasonable disclosure
and, where notice of disclosure is not prohibited and is given in accordance with this
clause 2.3, it takes into account the reasonable requests of the Disclosing Party in
relation to the content of this disclosure.
2.3 The Recipient shall establish and maintain adequate security measures (including any
reasonable security measures proposed by the Disclosing Party from time to time) to
safeguard the Confidential Information from unauthorized access or use.
2.4 The Recipient shall not make, or permit any person to make, any public announcement
concerning this agreement, the Purpose or its prospective interest in the Purpose
without the prior written consent of the Disclosing Party (such consent not to be
unreasonably withheld or delayed) except as required by law or any governmental or
regulatory authority (including, without limitation, any relevant securities exchange)
or by any court or other authority of competent jurisdiction.
2.5 The Recipient shall not make use of the Disclosing Party’s name or any information
acquired through its dealings with the Disclosing Party for publicity or marketing
purposes without the prior written consent of the Disclosing Party.
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3. RETURN OF INFORMATION
3.1 At the request of the Disclosing Party, or at the end of this Agreement, the Recipient
shall:
(a) at the Recipient’s election, destroy or return to the Disclosing Party all
documents and materials (and any copies) containing, reflecting,
incorporating, or based on the Disclosing Party's Confidential Information;
(b) permanently delete all electronic copies of the Disclosing Party's Confidential
Information from its computer systems or which is stored in electronic form;
provided that a Recipient may retain documents and materials containing,
reflecting, incorporating, or based on the Disclosing Party's Confidential
Information to the extent required by law or any applicable governmental or
regulatory authority. The provisions of this agreement shall continue to apply
to any documents and materials retained by the Recipient.
(c) Following the date of any termination of this Agreement, or any return of
Confidential Information to the Disclosing Party, the Recipient shall not
make any further use of the Confidential Information and the Recipient’s
obligations under this Agreement will continue.
4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT
4.1 All Confidential Information shall remain the property of the Disclosing Party. The
Disclosing Party reserves all rights in its Confidential Information. No rights,
including, but not limited to, intellectual property rights, in respect of the Confidential
Information are granted to the Recipient and no obligations are imposed on the
Disclosing Party other than those expressly stated in this agreement.
4.2 Except as expressly stated in this agreement, no party makes any express or implied
warranty or representation concerning its Confidential Information, or the accuracy or
completeness of the Confidential Information.
4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any
offer by, or representation or warranty on the part of, the Disclosing Party to enter into
any further agreement in relation to the Purpose, or the development or supply of any
product or service to which the Confidential Information relates.
4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for
the breach of any of the provisions of this agreement. Accordingly, without prejudice
to any other rights and remedies it may have, the Disclosing Party shall be entitled the
granting of equitable relief (including without limitation injunctive relief) concerning
any threatened or actual breach of any of the provisions of this agreement.
5. TERM AND TERMINATION
5.1 The obligations of this Agreement with respect to Confidential Information shall
continue for a period of ten (10) years from the date of disclosure of the Confidential
Information.
5.2 Termination of this agreement shall not affect any accrued rights or remedies to which
either party is entitled.
6. ENTIRE AGREEMENT AND VARIATION
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6.1 This agreement constitutes the entire agreement between the parties and supersedes and
extinguishes all previous drafts, agreements, arrangements and understandings
between them, whether written or oral, relating to the treatment of confidential
information.
6.2 Each party agrees that it shall have no remedies in respect of any representation or
warranty (whether made innocently or negligently) that is not set out in this agreement.
Each party agrees that its only liability in respect of those representations and
warranties that are set out in this agreement (whether made innocently or negligently)
shall be for breach of contract.
6.3 No variation of this agreement shall be effective unless it is in writing and signed by
each of the parties (or their authorized representatives).
7. NO WAIVER
7.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this
agreement or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it preclude or restrict any further exercise of that or any other right or remedy.
7.2 No single or partial exercise of any right or remedy provided under this agreement or
by law shall preclude or restrict the further exercise of that or any other right or remedy.
8. ASSIGNMENT
Except as otherwise provided in this agreement, no party may assign, sub-contract or
deal in any way with, any of its rights or obligations under this agreement or any
document referred to in it.
9. NOTICES
9.1 Any notice required to be given under this agreement, shall be in writing and shall be
delivered either personally or through registered mail or receipted email, to each party
required to receive the notice or communication at its address as set out below:
(a) Legal Name: Deny Agusman
Physical Address: Jl Taska No 5, South Jakarta
Personal Email Address: [email protected]
(b) 1982 Ventures Pte. Ltd.
Attention: Herston Powers
1 Holt Road, #05-02
249441, Singapore
[email protected]
10. NO PARTNERSHIP
Nothing in this agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the parties, constitute any party the agent
of another party, nor authorize any party to make or enter into any commitments for or
on behalf of any other party.
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11. THIRD PARTY RIGHTS
A person who is not a party to this agreement shall not have any rights under or in
connection with it.
12. DISPUTE RESOLUTION AND GOVERNING LAW
12.1 The parties agree to carry out this Agreement in good faith.
12.2 This Agreement is governed by the laws of Singapore.
12.3 Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved
by arbitration administered by the Singapore International Arbitration Centre (“SIAC”)
in accordance with the Arbitration Rules of Singapore International Arbitration Centre
(“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated
by reference in this clause.
12.4 The seat of the arbitration shall be Singapore.
12.5 The Tribunal shall consist of one arbitrator.
12.6 The language of the arbitration shall be English.
Each of the Parties agrees to the terms of this Agreement by signing below:
Signed by:
.......................................
Signed by Herston Elton Powers
on behalf of 1982 Ventures Pte. Ltd. .......................................
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Audit trail
TITLE
1982 Ventures Analyst NDA
FILE NAME
HelloSign Template NDA - Internship.docx
DOCUMENT ID
9bc4a8b7945b9d1565419c1949d41736d95f7237
AUDIT TRAIL DATE FORMAT
YYYY / MM / DD
STATUS
Signed
03:49:51 UTC IP: 103.136.57.223
03:57:51 UTC IP: 103.136.57.223
2022 / 10 / 11 The document has been completed.
03:57:51 UTC
