Confidentiality Terms.

1. Introduction

1.1 For the purposes of facilitating any discussions for a potential transaction (the Transaction), it is proposed that each of you and the counterparty (each, a Party, together, the Parties) will provide Information (as defined below) to the other. It has been agreed that any disclosure of any Information made by one Party to the other will be subject to, and on the terms of, this Confidentiality Terms.

1.2 For the purposes of this Confidentiality Terms, the following expressions have the meanings assigned hereunder:

Information means:

(a) all information of whatever nature relating wholly or partly to a Party (including the existence and contents of the discussions and negotiations between the Parties, if any) provided by one Party to the other (or its Recipients) in writing, orally, or in any visual, electronic, magnetic or digital form or otherwise;

(b) any information of any nature and in any form (whether given in writing or orally or in a visual or electronic form or in magnetic or digital form) relating directly or indirectly to a Party or its affiliates or their respective businesses, and supplied by one Party to the other (or its Recipients), including, without limitation, the following:

(i) all personal data within meaning of section 2(1) of the Personal Data Protection Act 2012 (PDPA, and such data, Personal Data);

(ii) all commercial, marketing and business information, strategic and development plans, forecasts, intentions and any matter concerning a Party, its affairs, business, operations, shareholders, directors, officers, business associates, clients or any other person or entity having dealings with the Party;

(iii) technical or other information in any form whatsoever, whether electronic or otherwise, relating to methods, processes, formulae, systems, computer programs, techniques, product information, inventions, know-how, trade secrets, ideas, software, and development codes;

(iv) business plans, co-developer/collaborator identities, data, business records of every nature, customer lists and client database, market reports, employee lists, business manuals, policies and procedures, and information relating to technologies or theory;

(v) all information or materials identified as Information or proprietary information which is not generally available to the public; and

(vi) all such information or data described in (i) to (v) above relating to any affiliate of a Party; and)

(c) all documents, disks or other media created by a Party, or by a Recipient or on the Party’s or a Recipient’s behalf, including, without limitation, any analyses, compilations, notes, studies or accountants’ or other third party reports which contain or reflect or are generated from the information described in (a) and (b) above; and

Recipient means a director, officer, employee, contractor, agent, consultant and professional adviser of a Party.

2. Confidentiality undertakings attaching to information

2.1 Each Party shall treat and hold the Information secret and confidential and shall not, without the prior written consent of the other Party, directly or indirectly communicate or disclose it to any person other than to a Recipient.

2.2 Each Party and each Recipient shall only use the Information solely for the purpose of preparing a proposal for, evaluating and negotiating a potential Transaction and not for any other purpose including, without limitation, the following:

(a) to compete with or obtain any commercial advantage over the other Party or its affiliates in connection with any business carried on by them; or

(b) to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the purposes of preparing a proposal for, evaluating, negotiating or advising on the potential Transaction.

2.3 Each Party shall not use the name of the other Party or any of its affiliates in any publicity, advertisement or other disclosure without the prior written consent of the other Party.

2.4 Each Party shall procure and ensure that each Recipient to whom Information is disclosed is made aware (in advance of disclosure) of the terms of this Confidentiality Terms and complies with its terms. Each Party shall be responsible for any breach of the terms of this Confidentiality Term by any of its Recipients.

2.5 Each Party and its Recipients shall keep the Information securely and properly protected against theft, damage, loss, and unauthorised access (including access by electronic means). Each Party shall notify the other Party immediately upon becoming aware that any of the Information has been disclosed to or obtained by a third party (otherwise than as permitted by this Confidentiality Terms).

3. Exceptions to confidentiality undertakings

3.1 The confidentiality undertakings in paragraph 2 above shall not apply to Information which:

(a) is already in the public domain when it is first disclosed to a Party or a Recipient;

(b) subsequently enters the public domain, other than through a breach of any of the undertakings set out in Confidentiality Terms or through a breach of any other duty of confidentiality relating to that Information by a Party or a Recipient;

(c) is already in the lawful possession of a Party or a Recipient (as evidenced by written records) at the time of disclosure;

(d) subsequently comes lawfully into the possession of a Party or a Recipient from a third party who does not owe the Party or any of its affiliates an obligation of confidence in relation to it; or

(e) is required to be disclosed by:

(i) any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body;

(ii) the rules of any stock exchange on which a Party’s shares or other securities are listed; or

(iii) any law or regulation of any country with jurisdiction over the Party’s affairs,

provided that the Party shall, as far as it is practicable and lawful to do so first consult the other Party to give the other Party an opportunity to contest the disclosure and then take into account the other Party’s reasonable requirements about the proposed form, timing, nature and extent of the disclosure.

4. Protection of personal data

4.1 If the Information includes Personal Data, each Party shall, and ensure that its Recipients must:

(a) fully comply with all requirements of the PDPA, including the requirements concerning the collection, use and disclosure of Personal Data;

(b) process Personal Data only in accordance with the written instructions given by the other Party and to such extent necessary and appropriate for the purposes of preparing a proposal for, evaluating, negotiating or advising on the potential Transaction;

(c) promptly deal with any enquiry from the other Party relating to the Party’s processing of Personal Data;

(d) where the Personal Data is to be transferred outside of Singapore, ensure that the standard of protection of Personal Data so transferred is comparable to the protection under the PDPA;

(e) provide all necessary cooperation and assistance to allow access and/or correction of Personal Data in accordance with the PDPA.

4.2 Without prejudice to paragraph 4.1 above, each Party shall ensure that:

(a) any Personal Data belonging to the Party or its affiliates which is held by the Party is protected against loss, unauthorised access, use, modification, disclosure or other misuse, and that only authorised personnel have access to that Personal Data;

(b) to the extent that Personal Data is no longer required by a Party for legal or business purposes, that Personal Data is destroyed or returned to the other Party in accordance with paragraph 5 below; and

(c) the other Party is immediately notified in writing of any unauthorised access, disclosure or other breach of this paragraph 4 and the Party will undertake, as soon as reasonably practicable, all steps to prevent further unauthorised access, disclosure or other breach of this clause.

5. Destruction of information

5.1 If the Parties cease to be interested in discussions or negotiations relating to a potential Transaction between the Parties, or in any event upon the written request of either Party, the Parties (and its Recipients) shall immediately at its own cost and expense:

(a) destroy (without keeping any copies) all documents containing Information or relating to the negotiations or discussions about the potential Transaction, provided that this shall not apply to that part of the Information which consists of reports, analyses, compilations, studies or other documents prepared by or on behalf of the Party; and

(b) to the extent practicable, delete all Information from any computer or other device containing the Information and belonging to the other Party or its Recipients.

5.2 Each Party and its Recipients may retain any Information to the extent it is:

(a) required to do so by any applicable law, rule or requirement of any regulatory or governmental authority or stock exchange, including the rules of a professional body or by its bona fide internal compliance or audit policies and procedures; and/or

(b) contained in any electronic file created pursuant to any routine backup or archiving procedure so long as such file is not generally accessible beyond the need for disaster recovery or similar operations.

5.3 Any Information retained under paragraph 5.2 shall continue to be held in compliance with this Confidentiality Terms.

6. No representation or warranty

6.1 Each Party acknowledges and agrees on behalf of itself and its Recipients that:

(a) the Information does not purport to be all inclusive and that no representation or warranty, express or implied, has been or will be made by the Party or any of its affiliates or any of their respective directors, officers, employees, agents, or advisers as to the accuracy, reliability, or completeness of any of the Information;

(b) neither Party nor any of its affiliates shall:

(i) have any liability to the other Party or to any other person resulting from the use of Information by a Party or its Recipients; or

(ii) be under any obligation to provide further Information, update Information or correct any inaccuracies in Information; or

(iii) have any obligation to enter into or continue discussions or negotiations in respect of any potential Transaction. Each Party reserves the right in its sole and absolute discretion to terminate discussions relating to any potential Transaction at any time; and

(c) each Party is responsible for making its own evaluation of the Information and it will rely exclusively on any definitive written and legally binding agreement or agreements entered into between the Parties (if and when signed) with respect to a Transaction.

6.2 This paragraph 6 does not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

6.3 Save as expressly set out in this Confidentiality Terms, each Party acknowledges and agrees on behalf of itself and its Recipients that neither the Party nor any of its directors, officers, employees, agents, or advisers shall owe any duty of care to the other Party or its Recipients or to any other person.

7. Breach

7.1 Each Party acknowledges, and each Recipient shall be deemed to have acknowledged, that the other Party may be irreparably harmed by any breach of the terms of this Confidentiality Terms, whether by the Party itself or by any of its Recipients, and that damages alone may not necessarily be an adequate remedy.

7.2 Each Party acknowledges that, without affecting any other rights or remedies if a breach of the terms of this Confidentiality Terms occurs or is threatened, the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, in favour of the other Party may be available.

7.3 Each Party agrees to indemnify the other Party for any costs, claims, demands, liabilities, and expenses of whatever nature that the other Party may incur arising directly or indirectly out of a breach of the Party’s or its Recipients’ obligations under this Confidentiality Terms.

7.4 No failure or delay by any Party in exercising any right, power, or privilege under this Confidentiality Terms will operate as a waiver of it, nor will any single or partial exercise of any right, power, or privilege under this Confidentiality Terms preclude any other or further exercise of it or of any other right, power, or privilege under this Confidentiality Terms or otherwise. No modification to this Confidentiality Terms or any waiver granted by the other Party in respect of any action taken by a Party or its Recipients shall be effective unless agreed in writing by the other Party.

7.5 Nothing contained in Confidentiality Terms shall be construed as prohibiting any Party from pursuing any other remedies available to it.

8. No grant of intellectual property rights

8.1 Each Party reserves all proprietary and intellectual property rights in the Information and no rights or obligations other than those expressly stipulated in this Confidentiality Terms are granted or to be implied from this Confidentiality Terms. In particular, no licence is hereby granted directly or indirectly under any such proprietary and intellectual property right now or in the future held, made, obtained or licensable by a Party.

9. Term

9.1 Except as otherwise provided in this Confidentiality Terms, the obligations set out herein shall cease to have effect on the date a definitive agreement between the Parties with respect to the Transaction is executed. In the event of the termination of discussions or negotiations relating to the potential Transaction, the obligations set out in this Confidentiality Terms shall continue in full force and effect (notwithstanding the return or destruction of Information and any copies of it) for a period of two years from the date of this Confidentiality Terms.

10. General

10.1 This Confidentiality Terms is intended to be enforceable by the original Parties, their affiliates and related parties, and the original Parties’ successors and permitted assigns. Any rights of any other person to enforce this Confidentiality Terms by virtue of the Contracts (Rights of Third Parties) Act 2001 are excluded.

10.2 Neither Party may transfer or assign all or any of its rights, obligations or benefits under this Confidentiality Terms, in whole or in part, to any third party, without the prior written consent of the other Party.

10.3 If any provision of this Confidentiality Terms is held to be illegal, invalid, or unenforceable, that provision shall (so far as it is illegal, invalid or unenforceable) be given no effect and shall be deemed not to be included in this Confidentiality Terms, but that shall not affect the legality, validity, or enforceability of any other provision of this Confidentiality Terms.

10.4 Each Party confirms that it is acting in this matter as a principal and not as an agent for any other person, and that it will be responsible for its own costs whether incurred by it or its Recipients in complying with the terms of this Confidentiality Terms.

10.5 This Confidentiality Terms sets out the whole agreement between the Parties in respect of the subject matter of this Confidentiality Terms. It supersedes any previous draft, agreement, arrangement or understanding between them, whether in writing or not, relating to its subject matter.

10.6 The Parties may by agreement in writing terminate this Confidentiality Terms or vary its terms.

10.7 This Confidentiality Terms shall be governed by and construed in accordance with the laws of Singapore. The Parties agree to submit irrevocably to the non-exclusive jurisdiction of the courts of Singapore to settle any and all disputes in connection with this Confidentiality Terms.