NON-DISCLOSURE AGREEMENT
Dated as of and with effect from October 1st, 2022 between:
PARTIES
(1) AIA Shared Services Sdn Bhd, a company with limited liability duly incorporated and existing under the laws of Malaysia whose
principal place of business is at Wisma Mustapha Kamal, Menara 2, 02-06-01, Lingkaran Cyber Point Barat, Cyber 12, 63000
Cyberjaya, Selangor Darul Eshan. AIA the "Disclosing Party"); and
(2) Agensi Pekerjaan Lancesoft Sdn Bhd (Company No. 1417230-T), a company with limited liability duly incorporated and existing
under the laws of Malaysia whose registered office is at Unit 3RS1, Level 28, G Tower, 50450, Kuala Lumpur, Malaysia
or the
PROVISIONS
1. Scope of this Agreement:
We refer to our recent discussions concerning the
Disclosing Party wishing to appoint the Recipient as an
agent to provide professional recruitment and search
services to the Disclosing Party Purpose
2. Definitions: In this Agreement, unless the context otherwise
requires:
"Agreement" means this Non-Disclosure Agreement;
"Confidential Information" means:
(a) all information which is disclosed by the Disclosing
Party to the Recipient in relation to the Purpose,
including but not limited to proprietary intellectual
property, proprietary computer software,
computational methodologies and decisional
analysis, facilities, costs, operations and
maintenance procedures, strategic, tactical and
negotiating information, information supporting
litigation or administrative proceedings, client lists
and databases and other financial, technical or
commercial information relating to the Disclosing
Party or any member of the Disclosing Party Group;
(b) all information which the Disclosing Party or any of its
advisors, agents, officers or employees disclose to
the Recipient relating to the business of the
Disclosing Party Group, whether by way of oral
explanation or by making available files, company
records, contracts, books of account or other
information connected with the Disclosing Party
Group's business or affairs;
(c) the existence of the Purpose and the fact that the
Recipient will receive or has received Confidential
Information or that the Disclosing Party has disclosed
or will disclose Confidential Information; and
(d) any copies or derivative materials, in whatever form
or nature including but not limited to written, oral,
visual or electronic, of the Confidential Information
described above or of any document derived from
such information;
but does not include any information which clearly:
(e) at the time of disclosure is, or subsequently
becomes, in the public domain, lawfully and not as a
result of breach by any party of any confidentiality
obligation similar to or forming part of this
Agreement;
(f) was available to and legally and properly obtained by
the Recipient, in a manner not involving any breach
of confidentiality under this Agreement or any other
agreement, from a source other than the Disclosing
Party or its advisors, agents, officers or employees;
or
(g) has been independently acquired or developed by
the Recipient or otherwise lawfully obtained by it,
without violation of either the letter or the spirit of this
Agreement and without the use of any Confidential
Information;
"Disclosing Party Group" means the Disclosing Party and
any subsidiary, holding and associated companies of the
Disclosing Party.
Involved Persons means the Recipient, its officers,
employees or advisors.
3. Obligation to Keep Confidential: The Recipient
irrevocably covenants that:
(a) the Recipient shall at all times treat all Confidential
Information as such and undertakes that it will not,
except as provided for in Clause 4, disclose any of it
to any person whatsoever, nor use it for any purpose
other than the Purpose, without the prior written
consent of the Disclosing Party;
(b) all Confidential Information shall be at all times the
property of the Disclosing Party;
(c) the Recipient shall not, except as may be necessary
for the Purpose, copy, record or store any
Confidential Information or otherwise reduce any
Confidential Information or any part of it to any
medium without the prior written consent of the
Disclosing Party;
(d) should the Recipient require that any Confidential
Information be disclosed to any other person,
otherwise than as provided in Clause 4, the Recipient
shall, prior to such disclosure, obtain the written
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 consent of the Disclosing Party, which consent may
be made conditional upon the execution by the third
party of a confidentiality agreement on the same or
similar terms to this Agreement or the adoption by the
third party of the covenants in this Agreement;
(e) the Recipient shall promptly notify the Disclosing
Party if the Recipient decides not to proceed with the
Purpose;
(f) the Recipient shall, upon demand by the Disclosing
Party and at the Disclosing Party's option, either
return to such persons as the Disclosing Party may
direct, or destroy, all the Confidential Information in
the possession or control of any Involved Person,
including any copies and any document containing
Confidential Information and expunge all such
Confidential Information from any computer system,
disk, or other internal or external device containing it
save for Confidential Information which has been
copied in the usual course of back ups or archiving of
a computer system, word processor or other internal
or external device capable of containing the
Confidential Information on which it is stored or
otherwise not readily and reasonably retrievable from
a computer system. The Recipient shall, at the
request of the Disclosing Party, provide the
Disclosing Party with a certificate from an authorized
officer of the Recipient, attesting to this return and/or
destruction. For the avoidance of doubt, the
apply to computer records and files which have been
created pursuant to automatic electronic archiving
systems and information technology back up
procedures.
4. Use of Confidential Information: The Recipient irrevocably
covenants that at all times it will:
(a) not disclose or distribute or permit to be
communicated, verbally or in writing, in whatever
form, directly or indirectly, the Confidential
Information or any copies of it to any third party at any
time except:
(1) as may be necessary for the Purpose to the
provided for in Clause 4(c) and (d) below; or
(2) as provided for in and permitted by this
Agreement; or
(3) as may be required by laws; governmental or
professional regulations to which the
Recipient is subject provided that where
permitted by law and regulation the Recipient
gives notice to the Disclosing Party of such
disclosure as far in advance of such
disclosure as practicable, and that the
Recipient furnishes only that portion of the
confidential information which the Recipient
is legally required to disclose.
(b) not use any Confidential Information for any purpose
other than in connection with the Purpose, including
without limitation, (i) not to use the Confidential
Information in any manner which would violate any
applicable laws, rules or regulations of any relevant
jurisdiction and (ii) not to compete with or obtain any
commercial advantage over the Disclosing Party
Group.
(c) be responsible for ensuring the security of the
Confidential Information, so far as it is in its power to
do so, and take all reasonable steps to ensure that
none of its Involved Persons disclose, use, store,
reproduce or copy any of the Confidential
Information, other than as may be necessary for the
Purpose;
(d) subject to the terms of this Agreement, confine the
disclosure of the Confidential Information to those of
its Involved Persons as may be required to have such
information to fulfill the Purpose and take all
reasonable steps to ensure that each of its Involved
Persons to whom Confidential Information is
disclosed strictly comply with the terms of this
Agreement as if they were each a party to this
Agreement;
(e) be wholly responsible for the acts and omissions of
its Involved Persons, whilst they remain such, in
respect of any Confidential Information disclosed to
them; and.
5. Consent by Disclosing Party: Except in relation to Clause
13, any consent of the Disclosing Party requested under any
provisions of this Agreement may be withheld in the
terms, conditions and stipulations as the Disclosing Party
may require provided that such terms, conditions and
stipulations should, in all the circumstances of the case, be
fair and reasonable and in conformity with the Purpose.
6. Securities Laws: The Recipient is aware, and will advise its
Involved Persons who are informed as to the matters which
are the subject of this Agreement, that applicable securities
laws prohibit any person who has received from an issuer
any potential material and/or price-sensitive and non-public
information from purchasing or selling securities of such
issuer or from communicating such information to any other
person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell such
securities.
7. Indemnity: The Recipient shall indemnify the Disclosing
Party for any actual loss or damage (including all reasonable
costs) which the Disclosing Party may suffer directly in
consequence of any unauthorized disclosure or use of the
Confidential Information or of any other breach of the
covenants, agreements and undertakings contained in this
Agreement by the Recipient or any of its Involved Persons.
8. Equitable remedies: The Recipients agrees that the
Confidential Information is valuable and that damages may
not be an adequate remedy for any breach by the Recipient
or any of the Involved Persons. Accordingly, the Recipient
agrees that the Disclosing Party shall be entitled, without
proof of special damage, to specific performance of the
an injunction and/or other equitable relief for any actual or
threatened breach by the Recipient and/or any of the
Involved Persons of their obligations under this Agreement.
9. Severability: If any portion of this Agreement is found to be
void or unenforceable the remaining portions shall be binding
on the parties and shall be given effect, to the maximum
extent permitted by law, as though the void and
unenforceable portions had been wholly deleted.
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10. No Representation: Neither the Disclosing Party nor its
advisors, agents, officers, employees or consultants:
(a) make any representation or warranty as to the
accuracy or completeness of the Confidential
Information;
(b) will have any liability to any person arising out of or
in connection with the Recipient's use of or reliance
on the Confidential Information.
11. No Obligation to Proceed: Without prejudice to the
confidentiality obligations under this Agreement, the parties
agree that nothing in this Agreement shall be construed as
to (i) impose any obligation on AIA to proceed with the
Purpose, or (ii) prohibit AIA from engaging in discussions
with other parties regarding the Purpose or other
arrangements similar to the Purpose.
12. Further assurances: The parties agree to sign, execute
and do all deeds, schedules, acts, documents and things
which may be reasonably necessary to carry out effectively
the terms of this Agreement.
13. Governing Law: This Agreement shall in all respects be
governed and construed in accordance with the laws of
Malaysia, and the parties submit to the non-exclusive
jurisdiction of the courts of Malaysia.
14. Assignment: This Agreement may not be assigned save
that the Disclosing Party shall be entitled to assign any or all
of the provisions of this Agreement to any person or persons.
15. Counterparts and Electronic Signatures. This Agreement,
and all agreements executed hereunder, may be executed in
counterparts, with the same effect as if the Parties had
signed the same document. Each counterpart so executed
shall be deemed to be an original, and all such counterparts
shall be construed together and shall constitute one
Agreement. The counterparts of this Agreement and any
agreement executed hereunder may be executed and
delivered by facsimile or other electronic signature by any of
the parties to any other party and the receiving party may rely
on the receipt of such document so executed and delivered
by facsimile or other electronic means as if the original had
been received.
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The parties hereto have executed this Non-Disclosure Agreement by their authorized representatives.

Signed for and on behalf of the Disclosing Party by: Signed for and on behalf of the Recipient by:

Signature: Signature:

Name: Marcel Mario Malan Name: Priyam Dinesh

Position: Head of Group IT Operations & General Manager Position: Vice President

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