1.Purpose
The Participant intends to explore potential strategic partnership with Malaysia Forest Fund and/or landowners in development, obtaining information, collaboration and conservation plan in relation to potential FCC project (hereinafter referred to as the “Purpose”) which requires disclosure of Confidential Information.
2. Disclosing & Receiving Parties
A party disclosing Confidential Information shall herein be referred to as the “Disclosing Party” with respect to the disclosed Confidential Information that it discloses, and a party receiving Confidential Information shall herein be referred to as the “Receiving Party” with respect to the Confidential Information that it receives. The Disclosing Party and Receiving Party shall hereinafter be referred to collectively as the “Parties”.
3. Confidential Information and Proprietary Information,
In the execution of its contract with the Disclosing Party, the Receiving Party will be exposed to Proprietary or Confidential Information and Trade Secrets from the Disclosing Party, consisting of information or material that is valuable to the Disclosing Party and not generally known or readily ascertainable in the industry or to the public. For the purposes of this document, “Confidential Information” means ALL INFORMATION (either oral, written, or digital) provided to the Receiving Party by the Disclosing Party, including, but not limited to:
3.1 Technical information concerning the Disclosing Party’s products and services, including product know-how, formulas, designs, plans, in-development products and services; devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence.
3.2 Information concerning the Disclosing Party’s business and business model, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies.
3.3 Information concerning the Disclosing Party’s partners, investors, promoters, and employees, including salaries, strengths, weaknesses and skills.
3.4 Information submitted by the Disclosing Party’s customers, suppliers, employees, consultants or co-venture partners for study, evaluation or use.
3.5 Any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect the Disclosing Party’s business.
3.6 Any information or materials which the Disclosing Party, its subsidiaries and/or affiliates are required to keep confidential pursuant to a document with a third party.
4. Confidential Information of Other Parties
Neither Party will disclose to the other Party, or use in joint business, or cause either Party to use any trade secrets or Confidential Information obtained from other Parties.
5. Information that may not be considered confidential
Confidential Information” shall not include information that: (a) is or has entered the public domain through no fault of the Receiving Party or its Representatives; (b) is or was independently developed by or for the Receiving Party without use, directly or indirectly, of the Confidential Information; (c) is or was received by the Receiving Party in good faith from a third party on a non-confidential basis, provided that the source of such Confidential Information was not bound by an obligation of confidentiality with respect to such information; or (d) is approved for release by the prior written authorization of the Disclosing Party. It is the obligation of the Receiving Party to show that any such information is no longer Confidential Information as defined herein.
6. Strict confidentiality
The Receiving Party agrees to treat the Confidential Information as strictly confidential and shall not, directly or indirectly: (a) use the Confidential Information for any purpose other than the purpose both Parties have discussed; a purpose suggested by discussion with the Disclosing Party; or a purpose mutually understood to be beneficial to both Parties; (b) copy or modify the Confidential Information without the prior written consent of the Disclosing Party; or (c) distribute or disclose the Confidential Information to any third party other than to the Receiving Party’s employees, directors, agents and independent contractors (collectively, “Representatives”) who have a specific need to know the Confidential Information and who are obligated to maintain the Confidential Information in confidence to at least the same extent as the Receiving Party is obligated under this document. The Receiving Party agrees, at its sole expense, to take all reasonable measures to prevent its Representatives from breaching this document and the Receiving Party agrees that it shall be responsible for any breach or threatened breach of this document by any of its Representatives or by any third parties not part of this document that may have received the Confidential Information from the Disclosing Party or any of its Representatives. The obligations of confidentiality contained herein shall remain in full force until the completion of the Purpose or in the event the transaction is terminated and has not resulted in any such participation by the Receiving Party in the Purpose, the obligations of confidentiality shall continue in full force for a period of ten (10) years from the date of termination and/or non-participation, whichever is earlier
7. Personally Identifiable Information
As used herein, “Personally Identifiable Information” means any information regarding or that identifies (or that could be used to identify) any individual, including, for example and without limitation, any individual’s name, address, personal identifiers such as Identification Card Numbers and any other information or combination or information that would make the identity of the individual easily traceable. The parties acknowledge and agree that it is not necessary to exchange Personally Identifiable Information to achieve the Purpose in this document or a purpose suggested by discussion with the Disclosing Party at this point in time.
8. Steps to protect
The Receiving Party shall take reasonable steps to protect the Confidential Information from unauthorized use, access, disclosure, duplication, modification, loss, alteration, or destruction. Security measures shall include access controls, encryption and/or other means, where appropriate. The Receiving Party must immediately notify the Disclosing Party of any actual, attempted, or suspected breaches of the security or privacy of the data that has resulted or may result in the unauthorized use, access, disclosure, alteration or destruction of the Confidential Information.
9. Breach
The Receiving Party agrees to notify the Disclosing Party promptly in writing of any breach or threatened breach of this document, such notice to include a detailed description of the circumstances of the breach or threatened breach and the parties involved. The Receiving Party agrees to provide reasonable assistance to the Disclosing Party in the prosecution of any parties who are in violation of this document. No failure or delay by Disclosing Party in exercising any right, power or privilege under this Terms shall operate as a waiver of such right, power or privilege and no single or partial exercise of any right or remedy shall prevent any further exercise of such right or remedy or the exercise of any other right or remedy available.
10. Indemnity
The Receiving Party hereby agrees to indemnify, defend and hold the Disclosing Party harmless from and against any and all loss, cost, expense, liability, claim or cause of action, including legal fees and other costs of litigation incurred in connection with such claims, which the Disclosing Party may incur or be subject to arising from the breach of any provision of this Terms by the Receiving Party or the Representatives.
11. Compliance with laws
The Receiving Party will comply with all applicable federal, state, and local laws and regulations in the maintenance, disclosure and use of all Confidential Information that is disclosed to the Receiving Party or its representatives hereunder.
12. Return of materials
At any time during or after the term of the document, and except as otherwise agreed in writing by the parties, within five (5) days after the Receiving Party’s receipt of the Disclosing Party’s written request, the Receiving Party shall (a) return to the Disclosing Party all tangible materials containing or embodying the Confidential Information, and/or (b) at the specific request of the Disclosing Party, destroy all documents (paper, electronic or otherwise) containing or embodying the Confidential Information. In the case of (b) above, upon the Disclosing Party’s request, the Receiving Party must certify in writing that the Confidential Information that the Disclosing Party requested to be destroyed has in fact been destroyed. Notwithstanding the return and destruction of the Confidential Information, the Receiving Party and its Representatives shall continue to be bound by the terms and conditions of this document.
13. Term
The terms and conditions shall apply to Confidential Information disclosed by the Disclosing Party prior to, on and after the Effective Date set forth above, and shall continue until it is no longer Confidential Information. The document continues in effect perpetually unless either party provides prior written notice of termination to the other party.
14. Relationship
Nothing contained in this document shall be construed as: (a) granting, conferring, or implying any rights to the Receiving Party by license or otherwise; (b) creating any partnership or joint venture between the Disclosing Party and the Receiving Party; or (c) obligating the parties to enter any form of business transaction.
15. Governing Laws
This document shall be governed by, construed and enforced in accordance with the laws of Malaysia, without giving effect to its conflict of laws provisions. The exclusive jurisdiction and venue for all legal actions arising out of the document shall be in an appropriate state court of Malaysia, and the parties hereby consent to the jurisdiction of such courts. Each party expressly waives any rights it may have to contest the jurisdiction, venue or convenience of any court.