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CONFIDENTIALITY AGREEMENT

No.: .../2020/SSI/IB

THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is made on the day of …/…/2020

BY AND BETWEEN:

DISCLOSING PARTY : SSI SECURITIES CORPORATION - HANOI BRANCH

Address : 1C Ngo Quyen, Ly Thai To Ward, Hoan Kiem District, Hanoi,


Vietnam

Telephone : (84.28) 38 242 897

Authorized representative : Ms. Nguyen Ngoc Anh

Position : Managing Director – Head of Investment Banking


(P.O.A No: 08/2019/UQ-SSI dated June 03rd, 2019, signed by Mr.
Nguyen Duy Hung – Chairman and CEO of SSI Securities
Corporation.)
(Hereafter referred as “Disclosing Party”)

RECEIVING PARTY :

Address :

Telephone :

Authorized representative :

Position :

(Hereafter referred as “Receiving Party”)

WHEREAS, the parties of this agreement desire to exchange information related to business operations,
financial position and other confidential information of the Disclosing Party, with the purpose for the
Receiving Party to consider the investment opportunity introduced by the Disclosing Party (hereafter
known as “Purpose of the Agreement”).

IT IS HEREBY AGREED as follows:

Article 1. Confidential Information

For purposes of this Agreement, the term “Confidential Information” shall mean all information including
but not limited to any business, financial, operational or other information or data of whatever kind and
whether in oral written or other form related to the Purpose of the Agreement, that is disclosed by the
Disclosing Party to the Receiving Party in order to carry out the Purpose of the Agreement.

Article 2. Limitation of using Confidential Information

The Receiving Party shall not

a. Disclose any such Confidential Information to any third party, except the Representatives of the
Receiving Party who have a need to get access to such Confidential Information in furtherance of
the Purposes of the Agreement. “Representatives” includes Receiving Party’s respective
directors, employees, officers, advisers, agents, representatives, consultants, professional
advisers, bankers, auditors; or
b. Use any such Confidential Information for any other purpose, which is different with the Purposes
of the Agreement.

Article 3. Permission of Disclosing Confidential Information

The limitation of disclosing Confidential Information Article 2 above shall not be applicable in the case
hereinafter:

a. On the date that the Disclosing Party provided the Confidential Information to the Receiving
Party, such Confidential Information is or has become generally available to the public, excluding
in the case where such the Confidential Information became public by the breach of this
Agreement;

b. The Receiving Party acquired the Confidential Information from a third party or is already known
or available to the Receiving Party prior to the time that this Confidential Information is provided;

c. The Confidential Information was independently developed by the Receiving Party excluding in
the case where such the Confidential Information became public by the breach of this Agreement;

d. After the effective date of this Agreement, the Receiving Party or its Representative lawfully
obtain the Confidential Information from any third party;

e. The Confidential Information has been approved for release by the Disclosing Party; and

f. The Receiving Party is required to disclose the Confidential Information by law, regulation, court
order or the governmental authorities. In this event, the Receiving Party shall provide the
Disclosing Party with prompt notice so that the Disclosing Party may have an opportunity to seek
a protective order or other appropriate remedy, if it is reasonably, practicably and legally possible
for the Receiving Party to provide such notice.

Article 4. Undertaking of the Receiving Party

a. The access to the Confidential Information by the Representatives of the Receiving Party shall not be
given to the person/institutions other than the person/institutions stipulated in Article 2.a.
hereinabove.

b. The Receiving Party shall undertake and ensure its Representatives to comply with the contents of
this Agreement. For the avoidance of doubt, the Receiving Party shall be responsible for any
infringement of this Agreement caused by its Representative(s).

c. Whenever the Disclosing Party requests to destroy the Confidential Information or this agreement is
terminated, the Receiving Party and its Representatives shall promptly destroy all copies of the
Confidential Information including all notes, studies, reports, memoranda and other documents
prepared by the Receiving Party or its Representatives that contain or reflect the Confidential
Information.

In this case, the Receiving Party is allowed to (i) keep one (01) copy of the documents for its own
internal audit purposes and (ii) retain computer records or files containing Confidential
Information that have been created or stored pursuant to an automatic, routine, electronic
archiving and back-up procedure.

d. All Confidential Information (including emails) received by the Receiving Party from the Disclosing
Party shall be destroyed or detained when it is not required to return or maintain such the
Confidential Information as above.

Article 5. Term of this Agreement

This Agreement shall take effect from the date of signing of this Agreement and shall be effective for 01
year. The remedies and the Confidential Information shall survive within 3 years after the expiry of the
term of this Agreement.

Article 6. Jurisdiction
Any dispute arising out of or in connection with this Agreement, including any question regarding its
existence, validity or termination which cannot be resolved by the Parties through discussions in good
faith shall be referred to and finally resolved by the Vietnam International Arbitration Centre (“VIAC”)
pursuant to VIAC Rules for the time being in force. The tribunal shall consist of three (3) arbitrators. The
language of the arbitration shall be English.

Article 7. Governing Law

This Agreement is governed by and construed in accordance with the laws of Vietnam.

Article 8. Non-Commitment

Nothing in this Agreement shall be construed to be a commitment or agreement by either party to


undertake or consummate this transaction.

Article 9. Amendment and Waiver

No amendment, modifications or supplement of this Agreement shall be binding unless executed in


writing by all parties hereto. No waiver by any party of any of the provisions of this Agreement will be
deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver
constitute a continuing waiver.

Article 10. Entire Agreement

This Agreement contains the entire agreement and understanding between the parties with respect to the
transaction contemplated hereby and supersedes all prior communications and agreements and
understanding s relating to the subject matter hereof.

Article 11. Severability

If any provision of this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the parties
hereto agree, to the fullest extent they may effectively do so that the validity, legality and enforceability of
such provision in other jurisdictions, and the validity, legality and enforceability of the other provisions in
such jurisdiction, shall not in any way be affected or impaired thereby.

Article 12. Counterparts

This Agreement may be executed in one or more counterparts, which together shall constitute one and
the same agreement.

This Agreement shall be made in two (02) originals copies in English. Each Party keeps one (01) original
copy.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
authorized representatives on the date above written.

RECEIVING PARTY SSI SECURITIES CORPORATION – HA NOI BRANCH

_________________________ _____________________
Name: Ms. Nguyen Ngoc Anh
Name: [●]
Position: [●] Position: Managing Director – Head of Investment
Banking

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