NON-DISCLOSURE AGREEMENT

1 CONTRACTUAL PARTIES
This Non-Disclosure Agreement ("NDA") is entered into between:
. XXX., with registered office at PT XXX, Jl. XXX ("customer"); and
……………, with registered office at . XXX. with registered address at . XXX ("supplier").
Jointly referred to as "the parties" and individually as "a party".

2 RECITALS
The parties have already entered into, or will soon enter into, a business relationship with respect to the supply of
products and/or services. In this context, they will exchange confidential information, which they want to keep
protected.
The parties have therefore decided to enter into this NDA, which will govern all future transactions and information
exchanges.

3 DEFINITIONS
"affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether through the ownership of voting securities, by contract, or otherwise;
"confidential information" means information regarding products or services, business plans, concepts, marketing,
selling, purchasing, finances, research, development, software programs, source code, specifications, documents,
customers and customer prospects, suppliers, employees, affiliates, processes, business policies, practices or
methodologies, to the extent the foregoing was marked "confidential" (or with words of similar meaning) or
emanates from customer or its affiliates or was subsequently summarized in writing and marked "confidential"
(or with words of similar meaning) after being disclosed orally;
"disclosing party" means the party that is not the receiving party;
"effective date" means the date on which this Agreement is to take effect being the date stated above;
"employee" means an employee, consultant or agent of a party or its affiliates;
"receiving party" means the party receiving the other party’s confidential information.

4 OBLIGATIONS
As from the effective date, the receiving party shall:
keep and treat the confidential information of the disclosing party strictly confidential at all times;
not disclose it or allow it to be disclosed in whole or in part to any third party without the prior written consent of the
disclosing party;
not use it or circulate it within its own organization in whole or in part, except to the extent necessary: (i) to evaluate
parties' mutual interest in commencing or continuing discussions for the conclusion of an agreement; (ii) to
execute its contractual obligations towards the disclosing party; or (iii) for any other purpose the disclosing party
may have expressly authorized in writing;
restrict access to the confidential information:
to those of the employees who reasonably need access to such confidential information for the purposes
mentioned above, always on a "need-to-know" basis and in accordance with the provisions of this NDA;
to those of its auditors, accountants and lawyers who reasonably need access to execute their respective roles
towards the receiving party, on the condition that they are bound by rules of professional secrecy;
take all adequate measures to ensure the confidentiality of the confidential information, to ensure a level of
protection that shall at least be equal to the level of protection ordinarily applied to customer information; and
immediately notify the disclosing party when becoming aware that the confidential information has been used by or
disclosed to an unauthorized person.
The receiving party shall be responsible for ensuring that the employees comply with the provisions of this NDA.

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5 EXCEPTIONS
The obligations of confidentiality set out in this NDA shall not apply to any confidential information that the
receiving party can show:
was known to the receiving party before it was imparted by the disclosing party;
is or has subsequently become publicly available, or contained in commercially available products or services through
no fault on the part of the receiving party;
is received by the receiving party without restriction on disclosure or use from a third party lawfully entitled to make
the disclosure to the receiving party without such restrictions;
is developed by any of the receiving party’s employees who have not had any direct or indirect access to, or use or
knowledge of, the confidential information imparted by the disclosing parties; or
is required to be disclosed by order of a competent court or administrative or regulatory authority, or in order to
comply with a legal obligation, it being understood that, if permitted to do so by law, the receiving party shall use
all reasonable endeavours to first inform the disclosing party in writing before any disclosure is made.

6 OWNERSHIP
Unless otherwise agreed by the parties in a separate agreement, all confidential information, and the intellectual
property rights contained therein, shall at all times remain owned by the disclosing party or its licensors.
At the written request of the disclosing party, the receiving party shall promptly deliver to the disclosing party (or, at
the disclosing party's option, destroy or erase) all confidential information supplied by the disclosing party and any
materials incorporating or referring to any confidential information of the disclosing party, and all copies thereof.
Notwithstanding the foregoing, the receiving party may keep a copy of the confidential information (which shall be
clearly marked as confidential by the receiving party) if and to the extent it is required to retain such confidential
information pursuant to applicable law or regulation, or pursuant to an order of a competent judicial, governmental or
regulatory authority.

7 MISCELLANEOUS
Severability – If any provision in this NDA is deemed to be unlawful or unenforceable, that provision shall be amended
by the parties insofar as necessary in order to make it lawful or enforceable, while retaining the meaning of the parties
with respect to that provision as much as possible.
No implied rights – This NDA shall not be construed so as: (i) to grant the receiving party any license or rights other
than as expressly set out herein in respect of the confidential information; or (ii) to require the disclosing party to
disclose any information to the receiving party.
Extent – The confidentiality obligations set out herein shall also extend to each party's affiliates, and shall survive the
termination of this NDA for any reason.
No warranties – Confidential information is communicated “as is”. No representations or warranties, whether express
or implied, are made as to its accuracy, fitness for a particular purpose or completeness or reasonableness.
Marketing – Neither party will advertise or publicly announce its involvement in an agreement or project with the
other party without the other party's prior written consent.
Use – Nothing in this NDA shall restrict a party from making full and reasonable use of the products or services it
received from the other party.
Governing law & competent courts – This NDA shall be governed by and construed in accordance with the laws of
Singapore. In order to ensure the confidentiality of any proceedings, the parties agree that any dispute arising out of
or relating to this NDA shall be finally settled by exclusive jurisdiction of the courts of Indonesia.
.
For customer For supplier
Name: Name:
Function: Director Functions: Director
Date: May, 27th 2022 Date: __________________________________

Signature: Signature:

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