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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure agreement (the “Agreement”) is made on 18 November 2022

between

PROGRESIF SDN BHD (company registration no. RC20004614), a company incorporated in


Brunei Darussalam under the Companies Act (Cap. 39 of the Laws of Brunei) with its registered
office address at Unit 1-5, Block AW & B, Simpang 137-65, Kg Kiarong Jln Pasar Baharu Gadong,
Bandar Seri Begawan BE1318, Brunei Darussalam (“Progresif”).

and

LAILATUL SHAZANA’S STUDIO (company registration no. P/44,546/98) a company registered


under the Business Names Act (Cap. 92 of the Laws of Brunei), having its registered address at
Unit 12,13 & 14, Ground Floor & 1st Floor, Simpang 664, Bunut Commercial Center, Jln Tutong,
Kg Bunut, Bandar Seri Begawan BF1320, Brunei Darussalam (hereinafter referred to as
“Shazanas”)

hereinafter collectively referred to as “the Parties” and individually as “the Party”.

In connection with the Parties’ commercial relationship or discussions about a possible


relationship or transaction (“the Relationship”), each Party may receive confidential information
from the other Party. Accordingly, Progresif and Lailatul Shazana’s Studio HEREBY AGREE AS
FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following words and terms shall have the corresponding
meanings prescribed below, unless the context otherwise requires: -

1.1.1 “Affiliate” means a company which is directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with a Party
to this Agreement. For this purpose, control means the director indirect ownership
of an aggregate of fifty percent (50%) or more of voting capital;

1.1.2 “Confidential Information” means any and all information of any kind, whether in
written or electronic format, oral or otherwise, and whether or not labeled as
"Confidential" including but not limited to information relating to data, business or

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business proposals and ideas, financial condition, marketing strategies, know-
how, trade secrets, pricing information, product plans, products, software
developments, inventions, operations, suppliers, customer list, customers and
records, inventions, processes, formulae, technology, designs, drawings, engineer
and hardware configuration information, corporate or trade information and any
other information, including memoranda, notes and reports whether in writing or
otherwise;

1.1.3 “Disclosing Party” means the Party disclosing Confidential Information;

1.1.4 “Personnel” means the employee, staff, officers, directors, consultants,


accountants, auditors, financiers, related government agencies, advisors, agents
and affiliates of either Party; and

1.1.5 “Receiving Party” means the Party receiving the Confidential Information.

2. EXCLUSIONS

Confidential Information does not include any information that (i) is or becomes publicly
available without breach of this Agreement (provided, however, information that is
rumored or reported does not become public based only on such rumors or reports), (ii)
was known by the Receiving Party prior to its receipt from the Disclosing Party, (iii) is
disclosed to the Receiving Party from any third party, except where the Receiving Party
knows, or reasonably should know, that such disclosure constitutes a wrongful or tortious
act or (iv) is independently developed by the Receiving Party without use of any
Confidential Information.

3. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION

3.1 The Receiving Party will use Confidential Information only in connection with the
Relationship. Except as provided in this Agreement, the Receiving Party shall not disclose
the Confidential Information to any third party, without the Disclosing Party’s prior written
consent.

3.2 The Receiving Party shall disclose the Confidential Information of the Disclosing Party
only to the Personnel and Affiliates of the Receiving Party who:

3.2.1 have a need to know such Confidential Information for the purposes of the
Relationship

3.2.2 are informed of the confidential nature of the Confidential Information; and

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3.2.3 have obligations with respect to the Confidential Information that are consistent
with this Agreement.

3.3 The Receiving Party shall take reasonable measures to protect the confidentiality of the
Disclosing Party’s Confidential Information and to avoid disclosure, dissemination or
unauthorized use of Confidential Information.

3.4 The Receiving Party may disclose Confidential Information as required to comply with
orders of governmental entities that have jurisdiction over it or as otherwise required by
law.

4. OWNERSHIP OF CONFIDENTIAL INFORMATION

4.1 The Parties agree that all Confidential Information disclosed hereunder shall, at all
material times remain the property of the Disclosing Party. Neither the execution and
delivery of this Agreement, nor the furnishing of any Confidential Information by the
Disclosing Party shall be construed as granting to the Receiving Party either expressly, or
by implication, estoppel or otherwise, any license under any invention, patent, copyright,
trade secret, industrial or intellectual property of any type, recognized under any law, now
or hereafter owned, licensed, or controlled by the Disclosing Party. Nothing in this
Agreement shall be deemed or construed to grant the Receiving Party a license to sell,
develop, exploit or further develop any Confidential Information. In addition, provided that
the Parties comply with the confidentiality obligations contained herein, this Agreement
shall not in any manner affect either Party’s present business activities in any nature,
including business activities that may be competitive.

4.2 Nothing contained in this Agreement shall be construed to grant either Party any rights in
the other Party’s trademarks, service marks, good will, trade names, rights in packaging,
trade dress, rights of publicity, merchandising rights, advertising rights, or any other similar
rights now known or existing in the future. Either Party shall not act so as to damage the
reputation or good will of the other Party, nor shall such Party act so as to impair or
otherwise lessen the value of the other Party’s trademarks, service marks, good will, trade
names, rights in packaging, trade dress, rights of publicity, merchandising rights,
advertising rights, or any other similar rights now known or existing in the future.

4.3 The Receiving Party shall not copy or reproduce Confidential Information of the Disclosing
Party without the Disclosing Party’s prior written consent.

5. NOTICE OF UNAUTHORIZED USE

The Receiving Party will notify the Disclosing Party promptly upon discovery of any
unauthorized use or disclosure of Confidential Information or any other breach of this
Agreement by the Receiving Party. The Receiving Party will cooperate with the Disclosing

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Party to help the Disclosing Party regain possession of such Confidential Information and
prevent its further unauthorized use and disclosure.

6. RETURN OF CONFIDENTIAL INFORMATION

6.1 Subject to compliance with orders of governmental entities that have jurisdiction over it or
as otherwise required by law, the Receiving Party shall return to the Disclosing Party or
destroy all Confidential Information of the Disclosing Party in the Receiving Party’s
possession or control, and permanently erase all electronic copies of such Confidential
Information promptly upon the following, whichever occurs first: -

6.1.1 the written request of the Disclosing Party; or

6.1.2 the completion of this Agreement; or

6.1.3 the termination of this Agreement.

7. EQUITABLE RELIEF

The Parties acknowledge that a breach of the confidentiality obligations provided for under
this Agreement may result in immediate and irreparable harm to the other Party, for which
there will be no adequate remedy at law, and in addition to any monetary damages
awarded, a court of competent jurisdiction may grant equitable relief, including without
limitation, injunctions or orders to cease and desist all unauthorized uses and disclosures
of Confidential Information.

8. EFFECTIVE DATE AND TERM

This Agreement shall become effective as of the date of this Agreement and remain in
effect indefinitely notwithstanding the termination of this Agreement, any discussions or
negotiations between the Parties.

9. GENERAL PROVISIONS

9.1 This Agreement may not be amended, waived or modified, except by an instrument in
writing executed by duly authorized representatives of the Parties.

9.2 In the event that any provision hereof or any obligation hereunder is found invalid or
unenforceable pursuant to any applicable law or a judicial decree or decision, any such
provision or obligation shall be deemed and construed to extend only to the maximum
permitted by law, and the remainder of the Agreement shall remain valid and enforceable
according to its terms.

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9.3 This Agreement contains the entire agreement between the Parties concerning the subject
matter hereof and supersedes any pre-existing or contemporaneous agreements and any
oral or written communications between the Parties concerning the subject matter hereof.

9.4 This Agreement may be signed in any number of counterparts or duplicates, each of which
shall be an original and which shall together constitute one and the same agreement. Each
counterpart may be signed and executed by the respective Parties and transmitted by
email and shall be as valid and effectual as if executed as an original.

9.5 Nothing in this Agreement or in relation to this Agreement shall constitute an offer or
acceptance of either Party to enter into any business arrangement or contractual
relationship of any kind.

9.6 This Agreement shall not be assigned by either of the Parties to a third Party, except with
the prior written consent of the other Party.

9.7 This Agreement is to be governed by and construed in accordance with the Laws of Brunei
Darussalam. Both Parties hereby submit to the jurisdiction of the courts of Brunei
Darussalam.

9.8 All notices hereunder will be given in writing, will refer to this Agreement and will be sent
by courier or registered mail (return receipt requested) to the address set forth on the first
page of this Agreement and by electronic mail to legal@progresif.com.

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IN WITNESS WHEREOF the Parties have hereunto executed this Non-Disclosure Agreement the
day and year first above stated.

Signed for and on behalf of


PROGRESIF SDN BHD
______________________________
<NAME>
<DESIGNATION>

Witnessed by
______________________________
<NAME>
<DESIGNATION>

Signed for and on behalf of


LAILATUL SHAZANA’S STUDIO

_____________________________
Mohamad Sherbini Badau
Producer

Witnessed by ____________________________
Abdul Hamizan Abd Hamid
Project Manager

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