Non Disclosure Agreement (NDA) (Purchase this doc, Text: 08118887270 (Whatsapp))

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NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into as of
the ............. day of .............., 20_,_, (the “Effective Date”) by and between
________________., Ltd., a corporation duly organized and existing under the laws of the
Republic of Korea, having its principal place of business at .......................................................
(“ P ”), and PT. _________________, a limited liability company duly organized and
existing under the laws of Republic of Indonesia, having its principal place of business
at ....................................................................... (“ K ”). ‘ P ‘ and ‘ K ‘ are referred to herein
individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties desire to explore the possibility of business arrangements between
them relating to the approximately 200MW-net ....................... 3 coal-fired IPP power plant
project located in .................................................. (the “Project”);
WHEREAS, such Project between the Parties may necessitate disclosure of certain
Confidential Information (as defined below); and
WHEREAS, the Parties desire to maintain the confidentiality of the Confidential Information
according to the terms of this Agreement.
NOW THEREFORE, in consideration of the foregoing premises and mutual covenants
contained herein, the Parties hereby agree as follows:
1. “Confidential Information” means any and all information, regardless of form, which is
proprietary or maintained in confidence by a Party (the “Disclosing Party”) including but
not limited to, text, drawings, photographs, presentations, on-site visits, engineering,
processes, models, documentations, diagrams, flow-chart, research, software, hardware,
implementations, strategies, technology, intellectual property, patented, patent-pending
and unpatented inventions and improvements, systems and programs, samples,
specifications, formulations, compositions, designs, procedures, methods, techniques,
processes, equipment, drawings, financial and/or business and/or commercial
information, costs, profits, prices, products, marketing, customers, vendors/suppliers,
employees, salaries, plans, opportunities, strategies, future projects and products, know-

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how, ideas, concepts, technical and non-technical materials, trade secrets, data, notes,
reports, analyses, statements, schedules, forecasts, studies, records, and results, whether
transmitted in writing, orally, electrically, or by any other means to the other Party (the
“Receiving Party”);. For the avoidance of doubt, Confidential Information also includes
(i) the existence, terms and conditions of this Agreement and the result or outcome of the
Project, (ii) findings, observations, or other information obtained by a Party via visits
and/or demonstrations in another Party’s laboratories, production, or other facilities, and
(iii) information derived through authorized access to the Disclosing Party’s Confidential
Information.
2. The Receiving Party shall protect the Confidential Information and prevent any
unauthorized use, disclosure, dissemination or publication of the Confidential
Information by using the same degree of care, which in any event shall be no less than a
reasonable degree of care, as the Receiving Party uses to protect its own confidential
information of a like nature.
3. The Receiving Party shall use the Confidential Information disclosed to it hereunder
solely for the Parties’ business arrangement regarding the Project. The Receiving Party’s
right to use the Confidential Information shall terminate upon the completion of the
Project or the unsuccessful business arrangement between the Parties regarding the
Project. Any further use of the Confidential Information by the Receiving Party, if any,
shall require a separate written agreement between the Parties.
4. The Receiving Party may divulge the Confidential Information only to those of its
employees, agents and other representatives including its legal consultants, and financial
advisors who shall be ensured by the Receiving Party to use the Confidential
Information in comply with this Agreement (the “Authorized Personnel”) or such
Authorized Personnel of affiliates or subsidiaries of the Receiving Party, if applicable,
who have a direct need to know to succeed the Project; provided that the Receiving Party
shall ensure all such Authorized Personnel, during their relationships with the Receiving
Party and taking the reasonable efforts to prevent the Confidential Information being
divulged to the third party at their ending relationships with the Receiving Party, to use
and hold in confidence the Confidential Information in a manner that is consistent with
the obligations of the Receiving Party under this Agreement. The Receiving Party shall

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be fully responsible and liable to the Disclosing Party for any unauthorized use or
disclosure of any Confidential Information by any of such Authorized Personnel of the
Receiving Party.
5. Except as expressly provided otherwise in this Agreement, the Receiving Party agrees
not to disclose, divulge, communicate or otherwise make available the Confidential
Information to any person or entity without first obtaining the prior written consent of
the Disclosing Party.
: The Confidential Information shall not include to the information under the following
conditions:
6.
(a) at the time of disclosure already in the public domain; or
(b) ,
(c) was already known to the Receiving Party at the time of disclosure upon the written
evidences and was not acquired directly or indirectly from the Disclosing Party or its
affiliates; or
(d) was developed independently by the Receiving Party upon the Receiving Party’s
records without reference to any Confidential Information obtained hereunder; or
(e) ; or
(f) is required to be disclosed under applicable laws or regulations or an order by a
court or other regulatory body having competent jurisdiction; provided that in such event,
the Receiving Party agrees to (i) promptly notify the Disclosing Party in writing of such
disclosure requirement or order (which shall include a copy of any applicable subpoena
or order and legal opinion from the Receiving Party’s independent legal consultant), (ii)
afford the Disclosing Party an opportunity to oppose, limit or secure confidential
treatment for such required disclosure or order which may be provided under the laws,
(iii) take reasonable steps to assist the Disclosing Party in protecting the confidentiality
of the Confidential Information, and (iv) disclose only that portion of the Confidential
Information that the Receiving Party is legally required to disclose.
7. The Receiving Party agrees, within fifteen (15) days after its receipt of a request by the
Disclosing Party, to destroy or return all written materials, documents, and other tangible
things that contain or derive from the Confidential Information and to provide a written

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confirmation of such return or destruction to the Disclosing Party upon written request.
8. All proprietary rights in and to the Confidential Information, including those related to
intellectual property, remain the sole and exclusive property of the Disclosing Party.
Nothing in this Agreement shall create or imply any license or grant of rights to the
Receiving Party. The Receiving Party shall not have any right, title or interest in or to
any of the Confidential Information.
9. The sole purpose of this Agreement is to protect the confidentiality or each Party’s
information to assist the Parties in conducting discussions concerning the Project.
Nothing in this Agreement is intended to create or imply any obligation on the part of a
Party to negotiate, discuss or enter into any other transaction or agreement with the other
Party, or be construed as an obligation on the part of either Party to refrain from
engaging at any time in the same business or any business similar or dissimilar to the
business in which the other is now engaged.
10. Neither Party makes any representation or warranty, express or implied, regarding the
accuracy or completeness of the Confidential Information disclosed by such Party except
for its lawful order to disclose any part of all of the Confidential Information. Neither
the Disclosing Party nor its Authorized Personnel shall have any liability to the
Receiving Party or any of its Authorized Personnel resulting from the receipt, use of,
testing, or reliance upon the Confidential Information by the Receiving Party or its
Authorized Personnel unless such liability is the result of breach of its representation in
relation to its lawful order to disclose such Confidential Information.
11. The Parties acknowledge that monetary compensation may not be sufficient remedy for
the breach of this Agreement and a Party shall be entitled equitable relief, including
specific performance, injunction and other precautionary measures available under the
applicable law. Such remedies shall be in addition to other remedies available at law for
the breach of this Agreement.
12. This Agreement shall be valid for a period of one (1) year from the Effective Date or for
one (1) year following the expiration of the Project(s) or the last exchange of the

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Confidential Information, whichever occurs later, and govern all disclosures of the
Confidential Information during this period, unless terminated earlier by mutual written
agreement by the Parties, in which case the Receiving Party’s obligations under this
Agreement shall be in effect for a period of one (1) year from such termination.
13. Each Party acknowledges that any disclosure or misappropriation of Confidential
Information by such Party in violation of this Agreement could cause the other Party or
its affiliate(s) irreparable harm, the amount of which may be extremely difficult to
estimate, thus making any remedy at law or in damages inadequate. Therefore each
Party agrees that the non-breaching Party shall have the right to apply to any court of
competent jurisdiction for a restraining order or an injunction restraining or enjoining
any breach or threatened breach of this Agreement and for any other equitable relief that
such non-breaching Party deems appropriate. This right shall be in addition to any
other remedy available to the Parties in law or equity.
14. This Agreement shall be governed by and construed in accordance with the laws of the
Singapore, without giving effect to the principles of choice or conflict of laws,
provisions thereof. All disputes, controversies, or differences which may arise between
the Parties, out of or in relation to or in connection with this Agreement, or for the
breach hereof, shall be finally settled by arbitration under the Rules of Arbitration of the
International Chamber of Commerce by three (3) arbitrators appointed in accordance
with the said Rules. The seat, or the legal place, of the arbitration shall be in Singapore.
Each Party shall be entitled to nominate one arbitrator and the arbitrators selected by the
Parties shall mutually agree upon the selection of the third arbitrator. The arbitration
proceeding shall be conducted in English. The results of such arbitration shall be
conclusive and binding upon the Parties, and shall be enforceable in any court having
jurisdiction over the Party against whom the award was rendered.
15. Should any provision or clause of this Agreement to be invalid or unenforceable by the
agreed dispute resolution body, that particular clause or provision shall be modified by
the dispute resolution body to the extent necessary to render it enforceable or valid, if
possible, and if impossible, shall be severed from the Agreement, with the remaining
provisions to be enforced.

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16. Neither a failure or delay on the part of a Party to exercise, nor any single or partial
failure or delay in exercising, any right or remedy hereunder shall operate as a waiver of
such right or remedy or preclude such Party from later exercising such right or remedy
or any other right or remedy granted hereby or by any related document or by law.
17. This Agreement may be executed in multiple counterparts, each of which shall be
deemed to be an original upon a Party;s signig, and all such counterparts shall constitute
one instrument. Any executed copy of this Agreement may be transmitted by one Party
to the other via facsimile or email (including the e-mailing of a signature page signed by
a Party and transmitted in the form of an Adobe PDF file or similar program), and such
executed copy shall be deemed to be an original.
18. Either Party may not assign any of its rights or obligations under this Agreement to a
third party without the prior written consent of the other Party.
19. This Agreement constitutes the entire agreement with respect to the Confidential
Information disclosed herein and in connection herewith and supersedes all prior or
contemporaneous oral or written agreements concerning the Confidential Information.
This Agreement may not be amended except by a written agreement signed by the duly
authorized representative of both Parties.
20. LAW 24 OF 2009
(a) The Parties fully understand and acknowledge the existence of Law No. 24 of
2009 regarding Flag, Language and Symbol of State and National Anthem
(“Law 24”) and the absence of any implementing regulations in relation to
Law 24 (“Implementing Regulations”). Pending the issue of the Implementing
Regulations, the Parties agree to execute this Agreement in English language
only and not in the Indonesian language, and agree that the execution of this
Agreement in English shall not be deemed to be in bad faith by either of the
Parties.
(b) If at any time the Implementing Regulations are issued, the Parties hereby
agree to take all steps necessary to comply with Law 24 and the Implementing
Regulations, including but not limited to the translation and preparation of an
Indonesian language version of this Agreement, if required. Notwithstanding

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the above, the Parties acknowledge that the English version of this Agreement
shall be binding and that Law 24 does not discharge or nullify any provisions
of the English version of this Agreement. In the event of any inconsistency
between the Indonesian version of this Agreement and the English version of
this Agreement, the Parties agree that (i) the English version of this
Agreement will prevail and (ii) the Indonesian version of this Agreement will
be amended to conform to the English version of this Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized representatives as of the Effective Date. Each representative signing below
avows that he is duly empowered by his respective named company to bind it to the
commitments and obligations contained herein.
By and for ________________ ., Ltd.:
Name: ..................................
Position: ..............................
By and for ________________
Name: ................................
Position: ............................