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WHEREAS, the Disclosing Party will disclose Confidential Information (as hereinafter defined) to
the Receiving Party.
3. Upon the Disclosing Party’s request, the Receiving Party shall promptly
destroy or expunge all copies of Confidential Information either supplied to, or made by, the
Receiving Party. Notwithstanding the destruction of the Confidential Information, the Receiving
Party and its Representatives will continue to be bound by the obligations of confidentiality hereunder
respecting Confidential Information.
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which is not prohibited from disclosing such portions to the Receiving Party by a contractual, legal
or fiduciary obligation to the Disclosing Party or any other person.
7. This Agreement may not be amended, and no provision hereof may be waived,
without the prior written consent of the Parties.
8. Each of the Parties hereby acknowledges that all Confidential Information shall
be and remain the sole property of the Disclosing Party. Neither of the Parties grants any license, any
other intellectual property rights, immunity or otherwise, to the other Party by this Agreement. None
of the Parties hereto shall have any commitment or obligation to the other Party to enter into a further
agreement with respect to the subject matter hereof or otherwise to develop, market, sell or otherwise
merchandise products utilizing or incorporating the Confidential Information.
9. Neither Party may assign or transfer any rights or obligations, whether in whole
or in part, under this Agreement without the prior written consent of the other Party in each case. Any
attempted or purported assignment or other such transfer by either of the Parties to any third party
without the other Party’s consent shall be void and a breach of this Agreement. This Agreement shall
be binding upon the Parties and upon their respective successors and permitted assigns.
10. Disclosing Party does not make any express or implied representation or
warranty as to the accuracy, completeness, or non-infringement of the Confidential Information.
11. This Agreement shall be governed by and construed under the laws of
Singapore. In the event of any dispute, controversy, claim or difference of any kind whatsoever
arising between the Parties in connection with this Agreement, including the breach, termination or
validity of this Agreement, or in connection with the determination of any matters which are subject
to objective determination pursuant to this Agreement (“Dispute”), which Dispute has been subject
of a written notice by one Party to the other (“Dispute Notice”), the Parties shall attempt, for a period
of thirty (30) days after the receipt by one (1) Party of a notice from the other Party of the existence
of a Dispute, to settle such Dispute in the first instance by mutual discussions between the senior
management of each of the Parties. If the Dispute cannot be settled by mutual discussions within the
thirty (30) day period, it shall be referred to and finally resolved by arbitration administered by the
Singapore International Arbitration Centre in Singapore in accordance with the Arbitration Rules of
the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules
are deemed to be incorporated by reference in this clause. There will be three (3) arbitrators and the
language of the arbitration shall be English.
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12. This Agreement may be executed in one or more counterparts and may be
delivered by electronic PDF or facsimile transmission, all of which shall be considered one and the
same agreement and each of which shall be deemed an original.
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IN WITNESS WHEREOF, the Parties agree to the foregoing on the date first above written.
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