Dated this

Between

[**]SDN BHD
(Company Registration No. [**])
(“COMPANY”)

AND

[**]
(NRIC No.: [**])
(“First Party”)

NON-DISCLOSURE AGREEMENT
 NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is dated

BETWEEN

(1) [**]SDN BHD (Company Registration No. [**]) a company incorporated in

Malaysia with its registered address at [**] (“Company”);

AND

(2) [**] (NRIC No.: [**]), a Malaysian permanent resident with its residential
address at [**] (“FIRST PARTY”).

Each of the party above will be referred to as the “Party” and collectively be referred to
as the “Parties”.

RECITALS

(A) The Company is a company incorporated in Malaysia which focus in the

nature of business of real estate activities on a fee or contract basis
(“Business”).

(B) Pursuant to Employment Agreement dated [**], the Company has appointed
and engaged FIRST PARTY as a [**] of his Company (“Subject Matter”).

(C) In the course of employment for the Company, FIRST PARTY is well aware of
certain Confidential Information which provided by the Company in relation
with the Subject Matter (“Confidential Information”) (as defined in Clause
3.1 below).

(D) As a condition of being furnished such Confidential Information, FIRST

PARTY agrees to treat such Confidential Information furnished or disclosed
before or after the effective date hereof, in accordance with the provisions set
forth herein.

(E) Therefore, the Parties are desirous to enter into this Agreement to protect and
manage the privacy, confidentiality and disclosures of the Confidential
Information as defined in Clause 3.1 below) as per the agreed terms and
conditions set out in this Agreement.

THE PARTIES HEREBY AGREED as follows.

1. INTERPRETATIONS

1.1 Interpretation

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 The following rules shall apply unless the context requires otherwise.

(a) Headings are for convenience only and do not affect interpretation.

(b) The singular includes the plural and vice versa.

(c) A gender includes all genders.

(d) Where a word or phrase is defined, its other grammatical forms have a
corresponding meaning.

(e) A reference to a person includes a company, corporation, partnership,

unincorporated body or any other entity.

(f) A reference to a Clause is a reference to a clause of this Agreement.

(g) A reference to a “Party” is to a party to this Agreement.

(h) A reference to a Party to this Agreement or a party to another

agreement or document includes the Party’s or the Party’s successors
and permitted assigns or personal representatives (as the case may
be).

(i) A reference to an agreement or document is to the agreement or

document as amended, novated, supplemented or replaced from time
to time, except to the extent prohibited by this Agreement.

(j) A reference to any legislation or statutory provision is to the legislation

or provision as amended, substituted or re-enacted from time to time.

(k) Any agreement or obligation binding on the Parties binds them jointly
and severally.

(l) Capitalized terms defined in this Agreement shall have the same
meaning throughout this Agreement unless expressly defined
otherwise.

2. EFFECTIVE DATE

2.1 This Agreement shall commence, be binding and effective as at, and from the
date of this Agreement (“Effective Date”).

2.2 Both Parties hereby agree that the Term of this Agreement shall be remain full
and effective even upon termination of this Agreement. (“the Term”)

3. CONFIDENTIAL INFORMATION

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3.1 In the context of this Agreement, “Confidential Information” means all or any
of the following documents and information concerning the Companies’ (and
its clients’) business, affairs, operations, assets, organizations, dealings,
clients/customers, suppliers, employees, staff, partners, financial which shall
not limited to: -

(a) Data include Staff’s Personal Data and clients’ data;

(b) Plans include Business Plans;
(c) Development;
(d) Real Estate information;
(e) Procedures and Operations information;
(f) Financial information;
(g) Ingredients;
(h) Training & Coaching;
(i) Pricing to Clients;
(j) Marketing Method;
(k) Business Development Concept;
(l) Intellectual Property;
(m) Market Research;
(n) Marketing Techniques and plans;
(o) trade secrets;
(p) business information;
(q) suppliers’ information, includes client list, costing information, strategic
plans, identity of contact persons within clients’ organization, financial
information, discussion guides and other report; and
(r) the Company’s technique, formats and documentation and other
information, which may be acquired or generated during the terms of
this Agreement.

whatsoever (whether directly or indirectly) (“Confidential Information”)

individually and/or collectively, made available to or being accessible
to, disclosed or to be disclosed and/or supplied or to be supplied to
FIRST PARTY in whatsoever nature, whether oral, in writing or in
electronic form, including, without limitation, communication and
information containing or consisting of material of a technical,
operational, administrative, economic, marketing, planning, business or
financial nature or in the nature of intellectual property of any kind
including trade secrets, research and know how, in respect of the
FIRST PARTY nature as an employee of the Company, whether
expressly designated as “Confidential Information” or not and which are
provided by the Company, its directors, employees, agents, advisers
and representatives and/or any of the Company’s subsidiaries or
associate companies (if applicable) and their respective directors,
employees, agents, advisers and representatives whomsoever.

3.2 CONFIDENTIAL NATURE OF INFORMATION

FIRST PARTY acknowledges and agrees that the Confidential Information is

confidential and of significant commercial value to the Company and that any
unauthorized disclosure of the Confidential Information would cause loss or

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 damage to the Company and its related party.

3.3 This Agreement is further to and in addition to any other letters, documents
and/or agreements which the Parties may have executed previously
(including, but not limited to the employment arrangements with the
Company).

3.4 In the event of any conflict of terms between this Agreement with any other
agreement(s) which the Parties may have entered previously, the terms of this
Agreement shall prevail and be effective.

3.5 The Parties hereby agrees that the confidentiality as set out in this Agreement
shall commence, be binding, valid, enforceable and effective as at, and from
the date of this Agreement.

3.6 PERMITTED DISCLOSURE

The obligations of confidentiality assumed by FIRST PARTY pursuant to this

Agreement shall not apply to the extent that such information:

(a) is now or later known to the public (other than as a result of a breach of
this Agreement);

(b) is lawfully obtained from any third party who has lawfully obtained such
information, which means such information was disclosed to FIRST
PARTY by a third party who or which is not required to maintain its
confidentiality;

(c) has been disclosed, published or already made known to the

knowledge of the public by the Company which is a matter of public
knowledge without any breach of this Agreement; or

(d) is the subject of a written agreement whereby the Company consents to

the disclosure of such Confidential Information by FIRST PARTY on a
non-confidential basis.

3.7 FIRST PARTY hereby confirmed and acknowledged that they have received
the Confidential Information from the Company on or before the Date of this
Agreement.

3.8 Both Parties agree that that all documents, drawings, specifications, data,
trade secrets and other tangible or intangible materials containing any
Confidential Information of the Company or its clients which shall be acquired,
received or made by FIRST PARTY during the course of the Agreement shall
be the property of the Company (or its clients, as the case may be).

3.9 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

3.9.1 Any materials or documents and all copies thereof, which have been furnished
to FIRST PARTY by the Company, shall at the option of the Company be
promptly returned to the Company or destroyed within three (3) days after
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 receipt of written notice by the Company requesting such return or destruction.
Upon such request, all materials or documents and all copies thereof shall be
destroyed by FIRST PARTY and such destruction shall be confirmed by the
Company in writing.

3.9.2 Further, upon expiry of this Agreement, upon receipt of request form the
Company, at his own cost and expense, FIRST PARTY agrees and
undertakes to: -

(a) return and surrender all Confidential Information to the Company;

(b) destroy or procure the destruction of all documents and other materials
containing Confidential Information in his possession, power or control;

(c) delete or procure the deletion of any Confidential Information that has
been entered into a computer, database or other electronic means of
data or any other information storage medium by or on behalf of FIRST
PARTY;

(d) confirm in writing to the Company that all the Confidential Information
required to be returned, destroyed or delated pursuant to this Clause
has been so returned, destroyed or delated under this Clause is later
found, it will be returned, destroyed or delated as appropriate; and

(e) following that request, FIRST PARTY must not and must procure that
he does not use, or make any further disclosure of any Confidential
Information.

4. GUARANTEES & UNDERTAKINGS OF FIRST PARTY

4.1 In regard to the Confidential Information, FIRST PARTY hereby agrees,

warrants, guarantees and undertakes to the Company as follows:

(a) it shall not in any way disclose, reveal and/or communicate the
Confidential Information to any party (in whole or in part) whomsoever
without the written consent and instructions of the Company;

(b) it shall not make use or provide (or attempt to make use and provide)
the Confidential Information (directly or indirectly) for any personal,
commercial, financial, business and/or social benefit whatsoever;

(c) it shall not make use, divulge or communicate to any person

whomsoever or otherwise make use of, whether for his own benefit or
for the benefit of any other person, firm, company or association any
discussion or negotiations concerning the works or projects
contemplated by the Company or its clients and/or any possible
transactions undertaken with/by the Company or its clients or any of the
terms or conditions of possible or actual transactions (including but not
limited to any resultant contracts) undertaken with/by the Company or

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 its clients;

(d) it shall not act in bad faith or bad intention in any way howsoever (such
as selling the Confidential Information in exchange of payment from any
parties whomsoever, especially to the competitor/rival of the Company);

(e) it shall always retain, FIRST PARTY and protect the Confidential
Information by implementing highest possible security measures;

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