NON DISCLOSURE AGREEMENT

THIS NON DISCLOSURE AGREEMENT (“Agreement”) entered into on the [---]

(--/--/--), by and between :

PT. [---], a company duly established and registered under the Laws of the Republic of
Indonesia, having an office and place of business at [---] (hereinafter referred to as the
“Disclosing Party”)

and

PT. [---], a company duly established and registered under the Laws of the Republic of
Indonesia, having an office and place of business at [---] (hereinafter referred to as the
“Receiving Party”).

The Disclosing Party and the Receiving Party (together in this Agreement will be referred to
as “Parties” and severally as “Party”).

In connection with the purposed [--], the Disclosing Party is willing, in accordance with the
terms and conditions of this Agreement, to disclose to the Receiving Party technical,
commercial and financial information (hereinafter referred to as the “Confidential
Information”) only for the purposed of considering the acquisition of the Disclosing Party
(”Program”).

1. It is acknowledged that for the purposed of this Agreement, “Confidential

Information” means any information, data, and documents of technical, commercial
and financial information relating to the Disclosing Party which is obtained either in
writing or orally starting from the date of this Agreement.

2. In consideration of Confidential Information being made available to the Receiving

Party, the Receiving Party hereby undertakes without condition or restriction that the
Receiving Party :

(a). Shall keep strictly secret and confidential any Confidential Information and shall
not disclose, sell, trade, publish, copy, deliver, or otherwise disclose any of the
Confidential Information to any corporation, institution, agency, person or any
other party(ies) in any manner whatsoever, including by means of photocopy or
reproduction, electronic or other manner of communications, without the
Disclosing Party’s prior written consent or as otherwise permitted herein, except
as other wise permitted under this Agreement;
(b). Shall use the Confidential Information for the sole purpose of the Program
which use shall include, to the extent reasonably necessary to (a) copying,
adapting and analyzing the Confidential Information, and (b) incorporating the
Confidential Information into reports, analyses, compilations, studies or the
other documents for internal use by the Receiving Party;
(c). Shall protect the confidentiality of the Confidential Information by exercising at
least the same degree of care as it employs in maintaining the confidentiality of
its own confidential, proprietary, or non-public information, but in no event less
than a reasonable degree of care.

1/4
3. This Agreement and the term “Confidential Information” shall not apply to data and
information which :

(a). At the time of the disclosure is in public domain as evidenced by printed

publication or otherwise;
(b). After disclosure becomes part of the public domain by publication or otherwise
other than as a result of a breach of this Agreement by the Receiving Party or
any undertaking entered into pursuant hereto.

4. The Receiving Party shall be entitled to disclose the Confidential Information to the
extent required by applicable law, order, decree, regulation or rule.

5. The Receiving Party shall be entitled to disclose the Confidential Information without
the Disclosing Party’s prior written consent to its employees, officers, directors and
advisers (the “Representatives”) for purposes of the aforesaid evaluation. The
Receiving Party shall be responsible for ensuring that all persons to whom the
Confidential Information is disclosed pursuant to this Agreement shall keep such
information confidential and shall not disclose or divulge the same to any an authorised
person and that the Receiving Party shall be responsible for any breach of the terms of
this Agreement by such persons as if it were a breach by the Receiving Party.

6. This Agreement, the resulting disclosure of Confidential Information and any prior or
subsequent communication or discussion between the Parties shall not impose or create
any obligation on the part of either the Disclosing Party or the Receiving Party to enter
into negotiations with or otherwise agree to any proposals or offers made by the other
Party and vice verse or to enter or to sign any documents whatsoever related to the
Program.

It is also understood that this Agreement shall not impose or create any obligation,
including but not limited to, overriding royalty or commission on the parties except for
the obligation expressly stated herein.

7. The Confidential Information shall remain the property of the Disclosing Party, and the
Disclosing Party may demand the return thereof at any time upon giving written notice
to the Receiving Party. Within 30 (thirty) days of receipt of the notice, the Receiving
Party shall return all of the original Confidential Information and shall destroy all
copies and reproduction (both written and electronic) in its possession provided that the
Receiving Party shall be permitted to retain such Confidential Information as may be
required by its internal policy, any applicable law, rule or regulation or by any
competent judicial goverment, supervisory or regulatory body.

8. The obligations set forth in the Agreement shall terminate in 3 (three) months after the
date of this Agreement. Upon the termination, all Confidential Information shall be
returned to the Disclosing Party upon the Disclosing Party giving written notice to the
Receiving Party as mentioned in Article 7 of this Agreement subject to the Receiving
Party to retain Confidential Information as stated therein.

9. The Disclosing Party hereby represents and warrants that it has the right and authority
to disclose the Confidential Information to the Receiving Party.

2/4
 The Disclosing Party, however, makes no representations or warranties, express or
implied, as to the quality, accuracy and completeness of the Confidential Information
disclosed hereunder, and the Receiving Party expressly acknowledges the inherent risk
of error in the Confidential Information. The Disclosing Party, its Affiliated Companies,
their officers, directors and employees shall have no liability whatsoever with respect to
the use of or reliance upon the Confidential Information by the Receiving Party.

10. Any notice or communication relating to the performance of this Agreement shall be
done in writing and may be delivered by hand, or via courier or facsimile to the address
of the receiving Party at:

If addressed to Disclosing Party:

[---]
[---]
[---]
[---]
Fax No. : [---]
Attn. : [---]

If addressed to Receiving Party:

[---]
[---]
[---]
[---]
Fax No. : [---]
Attn. : [---]

11. No amendments, changes or modifications to this Agreement shall be valid except if the
same are in writing and signed by a duly authorised representative of each of the parties
here to.

12. This Agreement may be executed concurrently in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

13. This Agreement shall be governed by and interpreted in accordance with the Laws of
the Republic of Indonesia. In relation to any difference, dispute, conflict or controversy
(“Dispute”) which arises out of or in connection with this Agreement or its
performance, including without limitation any dispute regarding its existence, validity,
termination of rights or obligations of any Party, then either Party may submit the
Dispute to Badan Arbitrase Nasional Indonesia (“BANI”) and conducted in accordance
with BANI Rules. Any notice of arbitration, response or other communication given to
or by a Party to the arbitration must be given and deemed received as provided in the
BANI Rules.

IN WITHNESS WHEREOF, the duly authorised representatives of the parties have caused
this Agreement to be executed on the date first written above.

3/4
Disclosing Party, Receiving Party,
PT. [--] PT. [--]

---------------------------------------------- ----------------------------------------------
Name : Name :
e_mail : E_mail :
Title : Title :

---------------------------------------------- ----------------------------------------------
Name : Name :
e-mail : e-mail :
Title : Title :

4/4