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Non-Disclosure Agreement

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

The Parties wish to exchange certain confidential and proprietary information, correspondence and documentation for exploring the possibility of the Recipient being an approved issuer under the Equity Crowdfunding (“ECF”) platform organised and managed by EVSB and other investment-related business activities (hereinafter referred to as “Authorised Discussions” and/or “Purpose” and/or “Projects”, as applicable).
The Parties are entering into this Agreement in contemplation of exchanging Confidential Information (as defined in Clause 1 below) in various meetings and various communications and discussions which have, and will, involve the disclosure of Confidential Information by the Discloser (as defined herein) to the other Party, its Affiliates and/or their Contractors (collectively “Recipient”) for the said Purpose.
The Parties now wish to define the terms and conditions under which they will exchange the said Confidential Information.

THIS AGREEMENT WITNESSETH as follows:

DEFINITIONS

1. In this Agreement and the appendices hereto, if any, the following words and expressions shall have the following meaning:

“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: any and all proprietary and/or confidential data and information of whatsoever nature (whether oral, written or in other tangible form, whether disclosed orally, visually, electronically or other intangible form) to Recipient including without limitation to the generality of the foregoing, employee data and information, know-how, ideas, intentions, inventions (patentable or otherwise) or patents), product information, services, trade secrets, software techniques, plans, procedures, processes, unpublished financial statements and information, licences, prices, price lists, pricing policies, customer and supplier lists, customer names and other information related to customers and suppliers, marketing techniques and marketing development and distribution, and plans containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial nature, roadmaps, strategies, research and development, drawings, designs, specifications, or in the nature of intellectual property of any kind and relating to the Authorised Discussions and Purpose, provided by or on behalf of the Discloser, its Affiliates or their respective Representatives to the Recipient, its Affiliates or their respective Representatives, whether before or after the date of this Agreement; any and all notes, analyses, compilations, forecasts, studies or other documents prepared by a Recipient, its Affiliates or its Representatives which contain or is based upon, in whole or in part, any of the foregoing information set out in paragraph (a) above; and the existence and the contents of this Agreement;
“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.

RIGHTS TO CONFIDENTIAL INFORMATION

1. Use

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.

No Grant of License

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.

Prohibition

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.

Tangible Forms of Confidential Information

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.

OBLIGATIONS

1. Recipient

In relation to Confidential Information of the Discloser, the Recipient undertakes:

to maintain Confidential Information in strict confidence;
to use Confidential Information solely for the Authorised Discussions only and for other purposes agreed upon by the Parties;
to refrain from disclosing Confidential Information to anyone other than its Representatives or Affiliates who need to know the Confidential Information in order to perform their duties relating to and in connection with the Authorised Discussions;
to ensure that those Representatives or Affiliates to whom it discloses Confidential Information observe the same duties in relation to the Confidential Information as those it is obliged to observe under this Agreement;
before disclosing Confidential Information to any Representative or Affiliate to notify each of them of their obligations of confidentiality pursuant to this Agreement;
to apply no lesser security measures and degree of care thereto than those which the Recipient applies to its own confidential or proprietary information and which the Recipient warrants as providing adequate protection on such information from such unauthorized use or disclosure;
to not use, produce, transform, or store any of the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
to use its best endeavours to ensure and procure that none of its employees, personnel or any third parties granted access by the Recipient (as agreed by the Discloser) (“Permitted Personnel”) will do any act, matter or thing which, if done by Recipient, would constitute a breach of the obligations of the Recipient under the terms of this Agreement is made fully aware of the obligations of confidence to the Discloser
to procure and ensure the Permitted Personnel undertake to keep confidential and not disclose to any person other than the Receiving Party, the information provided on the Disclosing Party;
on request of the Discloser, made at any time, shall return to the Discloser, all documents and other material in the possession custody or control of the Recipient that bear or incorporate any part of the Confidential Information; and
to immediately notify the Discloser of any unauthorised disclosure or misuse by any person of any Confidential Information, upon it having knowledge of the same.

Affiliates

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.

Third Party to the Recipient

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.

EXCEPTIONS

1. No confidentiality and non-disclosure obligations of the foregoing provisions shall apply, if and to the extent that Confidential Information: –

already known by the Recipient prior to its receipt from the Discloser;
is or becomes part of the public domain and widely available other than by breach of the obligations of the Recipient herein;
is independently developed by the Recipient;
is lawfully received by the Recipient from a third party; or
is disclosed by operation of law provided the Recipient notifies the Discloser of such requirement promptly and the Discloser is allowed to file for or obtain a protective order or otherwise proceed to protect the interests of the Discloser under applicable law.

DURATION

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.

INCIDENTALS

1. Return of Confidential Information

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.

Remedies

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.

WARRANTY

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.

NO WAIVER; SPECIFIC PERFORMANCE, INVALIDITY

1. No variation or modification of any provision in this Agreement shall be of any effect unless it is in writing, signed by both Parties and no waiver of any provision in this Agreement or consent to any departure from any such provision shall be of effect unless it is in writing signed by the Discloser the Party granting the waiver. Any such variation, modification, waiver or consent shall be effective only to the extent to or for which it may be made or given.
2. No failure, delay, relaxation or indulgence by either Party in exercising any right conferred on it by this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right nor any single failure to do so, preclude any other or further exercise of it, or the exercise of any other right under this Agreement.
3. The Recipient acknowledges and agrees that damages alone would not be an adequate remedy for any breach of this Agreement and the Discloser shall be entitled to the remedies of injunction, specific performance or other equitable relief. Such remedy shall be in addition to and not in lieu of or limitation of other remedies available to Discloser at law or in equity.
4. The Recipient agrees to indemnify and hold harmless the Discloser, its Affiliates, and Representatives from any damage, loss, cost or liability suffered or incurred by the Discloser, its Affiliates or Representatives as a result of or arising out of a proven breach by the Recipient of the provisions of this Agreement including the cost of reasonable legal fees incurred to enforce the provisions of this Agreement.
5. This Agreement constitutes the entire agreement between the Parties relating in any way to its subject matter and supersedes any and all prior communications, undertakings and agreements between the Parties, whether written or oral, express or implied, relating thereto.
6. The Recipient acknowledges that, in entering into this Agreement, it has not relied on any warranty, representation or other promise of any nature not contained in this Agreement.

MISCELLANEOUS

1. Notices

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
E-mail	:	dazriq@ethis.co

Successor Bound

This Agreement shall be binding on the Parties hereto and their respective successors and permitted assigns.

Assignment

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.

Severance

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.

Entire 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.

Modifications

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.

Governing Law & Dispute Resolution

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.

Cost

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.

Counterparts

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.

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