This non-disclosure agreement ("Agreement") is made between: Global Software Republic PTE. LTD. (company number: 202141194N), a Singapore Private Limited Company with its registered office at 68 CIRCULAR ROAD, #02-01, Singapore ("Company"), and the user ("User") accessing the platform provided by the Company, collectively referred to as "Parties", to protect certain confidential information being disclosed between Company and User solely for the purpose of evaluating opportunities for collaboration between the Parties ("Purpose").
1. CONFIDENTIAL INFORMATION
"Confidential Information" means the information exchanged between Parties, which includes, without limitation, information (tangible or intangible) regarding Company’s technology, techniques, research, know-how, specifications, regulatory information, product plans, current or future deals, policies or practices, employee information, and other business and technical information.
2. NON-DISCLOSURE CONFIDENTIAL INFORMATION
Subject to clause 3 (Permitted disclosure), User agrees to hold Confidential Information in confidence and to not use or disclose it to a third party for a period of eight years from the date of initial disclosure of Confidential Information and will use Confidential Information of Company only for Purpose. User will also protect such Confidential Information with at least the same degree of care that User uses to protect its own Confidential Information, but in no case, less than reasonable care (including reasonable security measures) to prevent the unauthorized use, dissemination, or publication of Confidential Information.
User must promptly notify Company of any misuse, misappropriation, or unauthorized disclosure of Confidential Information of Company which may come to User’s attention.
User may disclose Confidential Information to its legal, tax, accounting, or other advisors, as well as regulatory bodies, provided such parties have agreed to maintain confidentiality at least to the same extent as this agreement.
User shall not copy, reduce to writing, or otherwise record the Confidential Information except as strictly necessary for the Purpose. Any such copies, reductions to writings, and records shall be the property of Company.
3. PERMITTED DISCLOSURE
Information disclosed under this agreement will not be considered Confidential Information if User can prove that such information:
- Was in the public domain prior to the time of disclosure or has entered the public domain through no fault of User;
- Was known to User, without restriction, at the time of disclosure;
- Was independently developed by User without the use of or reference to Confidential Information;
- Is rightfully disclosed to User by a third party without confidentiality restrictions;
- Is disclosed with the prior written approval of Company; or
- Is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that User will (i) notify Company in writing of the requirement for disclosure, unless notice is prohibited by law, and (ii) disclose only that portion of Confidential Information legally required.
4. NO DIRECT COMMUNICATION
User agrees that during the term of this agreement and for a period of two years thereafter, User shall not directly communicate with any companies disclosed to User on the platform, including their respective advisors, directors, employees, and any other representatives, without the prior written consent of the Company.
5. INSIDER TRADING AND MARKET ABUSE
User acknowledges and agrees that the Confidential Information provided by the Company shall not be used for insider trading or any form of market abuse, in accordance with applicable laws and regulations.
6. RETURN OF INFORMATION
Upon request of Company, User will promptly return or certify the destruction of Confidential Information and all authorized copies thereof in accordance with the instructions of Company and to the satisfaction of Company.
7. NO RIGHTS TO CONFIDENTIAL INFORMATION GRANTED
Company retains all right, title, and interest to its Confidential Information. This agreement and disclosure of Confidential Information do not grant to User any license, patent, copyright, intellectual property right, or other right in respect of any Confidential Information beyond the limited right to use Confidential Information for Purpose.
Nothing in this agreement creates or will be deemed to create any employment, joint venture, or agency between Parties.
Nothing in this agreement requires Company to enter into any transaction with User in connection with which Confidential Information may be disclosed.
8. NO REVERSE ENGINEERING
User will not modify, reverse engineer, decompile, reproduce, create other works from, or disassemble any products or designs contained in Confidential Information of Company. Any reproduction by User of any Confidential Information of Company will remain the property of Company.
9. NO WARRANTY
All Confidential Information is provided “as is” for use by User at its own risk. Company disclaims any warranties, express, implied, statutory, or otherwise, regarding Confidential Information, including, without limitation, any warranties of title, merchantability, fitness for a particular purpose, or non-infringement.
10. NO PUBLICITY
User will not, without the prior consent of Company, disclose to any person the fact that Confidential Information of Company has been or may be disclosed under this agreement, that discussions or negotiations are taking place between the Parties, or any of the terms, conditions, status, or other facts with respect to this agreement, except as required by law.
This agreement will be effective as of the date User checks the checkbox indicating agreement to this NDA and will continue until terminated by either Party. User's obligations under this agreement will survive the termination of this agreement.
User agrees that due to the unique nature of Company’s Confidential Information, any breach of this agreement may result in irreparable damage to Company for which monetary damages would be an inadequate remedy. Therefore, in addition to any other remedies that may be available, in law, in equity, or otherwise, Company will be entitled to obtain injunctive relief against the threatened breach of this agreement or the continuation of any such breach by User.
13. GOVERNING LAW
This agreement will be governed by the laws of Singapore, without giving effect to principles of conflicts of law.
14. FINAL PROVISIONS
- This agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements between the Parties regarding the same subject matter.
- This agreement can be modified only by the Company.
- Failure to enforce any provisions of this agreement will not constitute a waiver.
- If any provision is unenforceable, the other provisions will remain effective.
- Parties may execute this agreement in counterparts, which taken together will constitute one instrument.
- Company may assign any of its rights and obligations under this agreement. User may not assign, whether voluntarily or by operation of law, any of its rights and obligations under this agreement, except with the prior written consent of the Company.
- Any notice under this agreement must be sent by email.