Non-Disclosure Agreement

AGREEMENT DEFINITIONS

Disclosor: AM ETERNA SDN BHD

Recipient: As stated as per the above ‘Full Name’ column.

Agreement: means this agreement, and any amendments to this agreement from time to time.

Business Day: means any weekday other than public holiday in Malaysia.

Disclosor Confidential Information: means any information, operations, formulas, processes, method(s), customer(s) and/or customer’s information, supplier(s), material, equipment, design and property, disclosed by, or on behalf of the Disclosor to the Recipient during the course of employment or at any time before the termination of this agreement, whether disclosed in writing, orally or otherwise that at the time of disclosure was marked or described as “confidential” or should have been understood by the recipient to be confidential.

Effective Date: means the date of execution of this Agreement.

Permitted Purpose: means any purpose which the Recipient wants to execute for the Disclosor with the consent of the Disclosor.

Term: means the term of this Agreement, commencing in accordance with the sign of consent of both parties and ending once the Recipient finishes, leaves or retrenched from the Disclosor’s employment.

AGREEMENT TERMS
  1. TERM
    1.1 This Agreement shall come into force upon the Effective Date stated above.
    1.2 This Agreement shall continue in force until the Recipient leaves, finishes or is retrenched by the Disclosor, at the beginning of which this Agreement shall terminate automatically or at any event stipulated in Clause 6, upon which this Agreement can be terminated up to the Recipient’s discretion.
  2. RECEPIENT’S CONFIDENTIALITY OBLIGATIONS

    2.1 The Recipient must:
    2.1.1 Keep the Disclosor Confidential Information strictly confidential;
    2.1.2 Not disclose the Disclosor Confidential Information to any person without the Disclosor’s prior written consent, and then only under conditions of confidentiality approved in writing by the Disclosor;
    2.1.3 Use the same degree of care to protect confidentiality of the Disclosor Confidential Information as the Recipient uses to protect the Recipient’s own confidential information of a similar nature, being at least a reasonable degree of care;
    2.1.4 Act in good faith at all times in relation to the Disclosor Confidential Information;
    2.1.5 Not use any of the Disclosor Confidential Information or practise for any other purpose other than the Permitted Purpose.
    2.2 Notwithstanding Clause 2.1, the Recipient may disclose the Disclosor Confidential Information to the Recipient’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Disclosor Confidential
    Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Disclosor Confidential Information.
    2.3 This Clause 2 imposes no obligations upon the Recipient with respect to Disclosor Confidential Information that:
    2.3.1 Is known to the recipient before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
    2.3.2 Is or becomes publicly known through no act or default of the Recipient;
    2.3.3 Or is obtained by the recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of an obligation of confidentiality;
    2.4 The restrictions in this Clause 2 do not apply to the extent that any Disclosor Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request.
    2.5 Upon termination of this Agreement, the Recipient must immediately cease to use the Disclosor Confidential Information.
    2.6 Within 1 week following the date of termination of this Agreement, the Recipient must destroy or return (at the Disclosor’s option) to the Disclosor all media containing Disclosor Confidential Information, and must irrevocably delete the Disclosor Confidential Information from its computer systems.
    2.7 The provision of Clause 2 shall continue in force for a period of 24 months following the termination of this Agreement, at the end of which period they will cease to have effect.

    3. WARRANTIES

    3.1 The Disclosor warrants to the Recipient that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
    3.2 The Recipient warrants to the Disclosor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
    3.3 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

    4. TERMINATION

    4.1 Both parties may terminate this Agreement by writing a written consent to each other. If both parties have received a written consent from each other to terminate this Agreement, then this Agreement will cease to have effect.

    5. EFFECTS OF TERMINATION

    5.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect for 24 months in accordance with their express terms: (Clauses 1, 2, 4 and 7).

    6. EFFECTS OF TERMINATION (if the Disclosor, during the course of employment fall under the category of Clause 4.1)

    6.1 Upon termination of this Agreement, all the Provisions of this Agreement shall cease to have effect.

    7. GENERAL

    7.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
    7.2 If any provision of this Agreement is determined by Malaysian courts or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to
    be deleted).
    7.3 This Agreement shall not be altered or amended except by a written document signed by or on behalf of each of the parties.
    7.4 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, alteration or settlement under
    or relating to this Agreement are not subject to the consent of any third party.
    7.5 Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of party that may not be excluded or limited under applicable law.
    7.6 Subject to Clause 7.5, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements, and understandings between the
    parties in respect of that subject matter.
    7.7 This Agreement shall be governed by and construed in accordance with Malaysian law.
    7.8 The courts of Malaysia shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.