This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into on this Application Date (the “Effective Date”) by and between:
BETWEEN
ETHIS VENTURES SDN. BHD. (Registration No. 1175915-W), a company incorporated in and existing under the laws of Malaysia and having its business at Suite 10, Level 6, Lobby A, Wisma UOA II, No. 21, Jalan Pinang, 50450 Kuala Lumpur. hereinafter be referred to as (“EVSB”), of the first part;
AND
Recipient a company incorporated in Malaysia with the registration number (As stated in the application form) and, of the second part;
All shall collectively be referred to as “Parties” and “Party” shall refer to either one of them, as the context may require. The party that is disclosing is the (‘’Discloser’’), whereas the party that is receiving NDA is the (‘’Recipient’’)
WHEREAS
THIS AGREEMENT WITNESSETH as follows:
|
“Affiliate” |
|
means, in relation to a Party, any company or legal entity that directly or indirectly controls, or is controlled by, or is under common control with that Party. For this purpose, “control” (and each variation of that term) means direct or indirect beneficial ownership of at least fifty percent (50%) of the voting stock interest in a company or entity, or such other relationship as, in fact, constitutes actual control; |
|
“Confidential Information” |
|
means:
|
|
“Discloser” |
|
means any one of the Parties who is disclosing Confidential Information under this Agreement to the other Party; |
|
“Recipient” |
|
means any one of the Parties who is receiving Confidential Information under this Agreement from the other Party; |
|
“Representatives” |
|
means directors, officers and employees employed by, and external consultants and agents engaged by, a Party or (as the case may be) any of its Affiliates; and |
|
“Third Party to the Recipient” |
|
means the appointed advisors and consultants of the Recipient. |
Confidential Information disclosed by the Discloser shall be used, consumed or utilised in whatever ways by the Recipient solely for the Authorised Discussions and Purpose.
The disclosure of Confidential Information by the Discloser to the Recipient shall not be construed as the granting of a license under any patent, copyright, trade secret, other proprietary rights or any other rights by the Discloser.
The Recipient agrees not to sell, license, develop or otherwise exploit any parts, products, services, documents or information which embody in whole or in part any Confidential Information save and except as contemplated by this Agreement.
In the event, any tangible forms of Confidential Information shall be copied, in whole or in part, prior written consent of the Discloser is required unless it is for a reasonable number of copies necessary to carry out the transactions in relation to the Authorised Discussions.
In relation to Confidential Information of the Discloser, the Recipient undertakes:
The Discloser and its Affiliates have certain proprietary interests in the Confidential Information and the Recipient hereby acknowledges the interest of Discloser and its Affiliates in the Confidential Information and agrees that the rights of Discloser under this Agreement shall also be held collectively by its Affiliates as third party beneficiaries to this Agreement, with the same rights to enforce the terms of this Agreement as those held by the Discloser.
In the event of disclosure of Confidential Information is made by the Recipient to any third party, the Recipient shall undertake to impose a similar obligation, in writing, on the third party and the third party shall undertake to comply strictly to the conditions and the non-disclosure obligations of this Agreement.
This Agreement shall come into force on the date first written above and shall remain in full force and effect until such time as this Agreement is expressly superseded by a definitive agreement between the Parties hereto pursuant to the Authorised Discussion, as the case may be. In the absence of a definitive agreement between the Parties, this Agreement shall accordingly come to an end upon the expiry of three (3) years period from the date of this Agreement. This Agreement shall apply retrospectively to encompass all other previous Confidential Information which may have been disclosed to the Recipient prior to the date of this Agreement hereof.
All information disclosed under this Agreement shall remain the property of the Discloser. The Recipient shall, within thirty (30) days of Discloser’s written request, return or certify to the destruction of Discloser’s Confidential Information and any copies thereof.
The Recipient agrees that no monetary damages shall be sufficient to avoid or compensate the unauthorized use or disclosure of Confidential Information and that injunctive relief would be appropriate to prevent any actual or threatened use or disclosure of such Confidential Information.
All Confidential Information is provided ‘AS IS’. Neither party makes any warranties, express, implied or otherwise, regarding the Confidential Information, including without limitation any warranties of merchantability, fitness for a particular purpose, non-infringement, completeness or accuracy. The Recipient acknowledges that the Confidential Information may still be under development, or may be incomplete, and that such Confidential Information may relate to products that are under development or are planned for development.
All notices required or permitted hereunder shall be in writing and shall be deemed delivered upon hand delivery or upon receipt if sent by world renown overnight courier or mailed by registered or certified mail, to a Party at its address set forth herein or such other address of which a Party may notify the other Party from time to time.
For the purpose of this Clause any communication herein shall be given to the respective addresses as follows:
|
To |
: |
Ethis Ventures Sdn. Bhd. |
|
Address |
: |
Suite 10, Level 6, Lobby A, Wisma UOA II, No. 21, Jalan Pinang, 50450 Kuala Lumpur. |
|
Attention |
: |
Wan Mohd Dazriq bin Wan Zulkiflee |
|
Designation |
: |
Chief Executive Officer |
|
|
: |
This Agreement shall be binding on the Parties hereto and their respective successors and permitted assigns.
Neither Party shall be entitled to assign this Agreement, in whole or in part, or any of its rights, interests, duties or obligations under this Agreement without the prior written approval of the other Party.
In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be deemed amended to achieve the economic effect of the intent of the Parties in a valid, lawful and enforceable manner, or if not possible then deleted and ineffective to the extent thereof, without affecting any other provision of this Agreement.
This Agreement, together with any appendices constitute the entire agreement between the Parties hereto with respect to the Authorised Discussions and supersedes all prior or contemporaneous representations, agreements and promises, written or oral, between the Parties with respect to the Purpose.
No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made by mutual consent and in writing duly signed by the Parties.
This Agreement shall be governed by and interpreted in accordance with the laws of Malaysia. The Parties hereto agree to submit to the jurisdiction of the Malaysian courts.
Each of the Parties hereto shall bear its own costs and expenses (including legal fees on a solicitor-client basis) incurred in connection with this Agreement including the preparation, negotiation and execution of this Agreement.
This Agreement may be executed in counterparts (and may be electronically signed, and/or exchanged by fax or e-mail when signed), each of which shall be deemed to be an original, and all of such counterparts shall together constitute one instrument.
Declining will take you back to homepage
The Ethis group of companies and its affiliates (“Ethis Group”) has recently learned of persons posing as Ethis employees, or falsely claiming to represent the Ethis Group, while soliciting the opportunity to become investment agents on behalf of the Ethis group.
PLEASE BE ADVISED THAT Ethis Group does not and will not request transfer of funds to any third party account(s) either through individuals or companies who represent themselves as employees and/or agents and/or representatives of Ethis Group. Please reject any such request. Be alert and do not fall victim to any telephone or email banking scam.
PLEASE ALSO BE ADVISED THAT:
(i) Ethis does not and will not request for the following by e-mail and/or phone request: your sensitive security data and/or your bank account number, bank account passwords and/or security codes or otherwise ask you to validate your account numbers; and/or
(ii) Ethis, may, however, request for utility bills and bank statements for Enhanced Due Diligence (EDD) via email which will be sent from our @ethis.co email address.
(ii) to not transfer funds to any third party account(s) save for those authorised
by the Ethis Group.
Please reject any such request. Ethis will not be liable for any loss, financial or otherwise, should you act on such a request.
In view of the rampant cybersecurity and scams occurring, the Ethis Group is progressively and continuously taking active measures to mitigate such risks.
All enquiries or complaints relating to this matter, specifically for items stated in (i) and (i) above and including representations made by third parties in relation to the Ethis group, can be directed to +6018 383 1498 or connect@ethis.co.
