Confidentiality and Non-Disclosure Agreement (Mutual)

PART A: CONTRACT DETAILS AND EXECUTION

Parties
Standard Chartered Standard Chartered Bank incorporated in England and Wales with limited liability
Bank by Royal Charter 1853 reference number ZC 18 and whose principal office in
England is at 1 Basinghall Avenue, London, EC2V 5DD (SCB); and
Company [insert Company namePharmacity Pharmacy Joint Stock Company, a company
duly organized and existing by virtue of the laws of Socialist Republic of Vietnam
under Enterprise Registration Certificate No. 0311770883 with its place of
business at 248A No Trang Long, Ward 12, Binh Thanh District, Ho Chi Minh City,
Vietnam ] [insert company registration details and registered address] (the
Company).
Background, Business Purpose and Contract Details
Background SCB and the Company wish to enter into certain discussions regarding certain
business negotiations and contractual arrangements to create a possible business
relationship between them relating to or regarding the Business Purpose.
Business Purpose SCB has initiated discussions with the Company in relation to a possible business
relationship between them relating to SCB’s “Retail Platform Utility” project
(through which SCB is exploring the possibility of providing a retail banking utility
platform to power retail banking capabilities through third party applications (the
Business Purpose).
Effective Date [insert]
Term This Agreement takes effect on and from the Effective Date and will continue in full
force and effect notwithstanding the completion of the Business Purpose.
Governing Law This Agreement, and any matters arising out of or in connection with it, shall be
governed by and construed in accordance with the laws of EnglandSingapore.
Jurisdiction The parties submit and agree to the non-exclusive jurisdiction of the Singapore
International Arbitration Centre (SIAC) English courts.
Agreement This Agreement comprises: Part A (Contract Detail and Execution); Part B (Terms
and Conditions) and Part C (Definitions).
Notices and Execution
Notices All legal notices to or by the respective parties must be addressed as follows:
SCB Name: Group General Counsel
Address: Standard Chartered Bank, 1 Basinghall Avenue, London, EC2V 5DD
CC/ to:
Kelvin Tan
SC Ventures
Standard Chartered Bank
Marina Bay Financial Centre Tower 1
8 Marina Boulevard
Singapore 018981
kelvin.tan@sc.com

Company [insert Company notice details]Name: Pharmacity Pharmacy Joint Stock

Company
Address: 248A No Trang Long, Ward 12, Binh Thanh District, Ho Chi Minh City
CC/To:
______________________________________

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 Company Contact [insert]
SCB Contact Kelvin Tan

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 EXECUTION: We accept the terms and conditions set out in this Agreement.

Signed for and on behalf of Pharmacity Signed for and on behalf of Standard
Pharmacy Joint Stock Company by: Chartered Bank by:

Authorised Signature:
Authorised Signature:

Name: Kelvin Tan

Name: Pham Thi Thanh Hoai Position: SC Ventures
Position: Chairwoman of the Board Date:
Date:

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PART B: TERMS AND CONDITIONS

1 Definitions and Interpretation

1.1 Capitalised terms used but not defined in this Part B (Terms and Conditions) will have the
meanings given in Part C (Definitions) or Part A (Contract Details and Execution).
2 Confidentiality and non-disclosure
2.1 Except as otherwise permitted in this Agreement, the Recipient Party must not, without the prior
written consent of the Disclosing Party:
(a) disclose, or cause or permit the disclosure, to any person of any Confidential Information
obtained by it from the Disclosing Party; or
(b) Process any Confidential Information for any purpose (including, but not limited to, any
competitive or commercial purpose) other than in connection with the Business Purpose.
2.2 The Recipient Party is permitted to disclose Confidential Information of the Disclosing Party to:
(a) the Recipient Party’s Representatives, provided that such Representatives have a need to
know in connection with the Business Purpose and are bound by appropriate
confidentiality and non-disclosure obligations in respect of such Confidential Information;
and
(b) satisfy any applicable laws or the rules or requirements of any regulatory authority or stock
market by whose rules the Recipient Party (or the Recipient Party’s Group member) is
bound. Any disclosure of Confidential Information pursuant to this paragraph (b) is subject
to clause 2.3 below and will not operate to render the Confidential Information as “publicly
available”.
[2.3] If the Recipient Party (or its Group member) is required to make a disclosure referred to in clause
2.2(b) the Recipient Party must limit and ensure its Group members limit such disclosure to the
minimum amount of Confidential Information it is required to disclose and, before making such
disclosure, the Recipient Party must, to the extent permitted by law, give the Disclosing Party
reasonablea prior notice no later than 01 (one) day from the date of receiving a request from the
competent authorities of the full circumstances of the required disclosure together with the
Confidential Information which it proposes to disclose and consult with, and take into account any
reasonable requests made by, the Disclosing Party as to the form and scope of the disclosure.
2.3[2.4] The Recipient Party:
(a) must keep Confidential Information of the Disclosing Party confidential and take all
necessary precautions (including, without limitation, physical, technical and organisational
security measures) to ensure that all such Confidential Information is held in confidence
(whether communicated orally, in writing, electronic form or otherwise) and minimise the
risk of accidental or unauthorised disclosure, access to or use of such Confidential
Information;
(b) provide secure storage for all such Confidential Information in the Recipient Party’s
possession or control and apply at least the same security measures and degree of care
as that which it would apply to its own confidential or proprietary information;
(c) must promptly notify the Disclosing Party if it suspects, or becomes aware of, any
unauthorised Processing or disclosure of the Confidential Information; and
(d) acknowledges and agrees that acts and omissions of its Representatives to whom it
discloses Confidential Information pursuant to clause 2.2(a) will be deemed to be acts and
omissions of the Recipient Party and, accordingly, any breach of this Agreement by such
Representatives will be deemed to be a breach of this Agreement by the Recipient Party.
2.4[2.5] Each party acknowledges and agrees that nothing in this Agreement operates to transfer any
rights, titles, or interests (including intellectual property rights) subsisting in Confidential
Information from one party to the other and that the Disclosing Party will own all rights, titles and

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 interests (including intellectual property rights) subsisting in the Confidential Information disclosed
by the Disclosing Party.
2.5[2.6] Subject to the following sentence, the Recipient Party must, and must procure that the Recipient
Party’s Representatives to whom Confidential Information has been disclosed will, promptly (and
in any event within not more than 15 days after receiving a request to do so) return or destroy
Confidential Information of the Disclosing Party promptly following a request from Disclosing Party
to do so together with any copies of such Confidential Information. The Recipient Party may retain
any Confidential Information of the Disclosing Party to the extent it is required to do so by a court
or regulatory authority or by applicable law or pursuant to automatic or ordinary back-up, security
or disaster recovery systems, provided that the terms of this Agreement will continue to apply in
respect of that Confidential Information. Where the Recipient Party is required to destroy
Confidential Information such destruction must be confirmed by the Recipient Party in writing.
2.6[2.7] The Recipient Party's obligations in relation to Confidential Information under this Agreement will
not apply to any Confidential Information that:
(a) is in possession of the Recipient Party without similar confidentiality restrictions prior to
receipt from the Disclosing Party;
(b) is or becomes publicly known, otherwise than as a consequence of a breach of this
Agreement;
(c) is developed independently by the Recipient Party or another Group member without
reference to the Disclosing Party’s Confidential Information; or
(d) is received by the Recipient Party or any of its Group members from a third party without
similar confidentiality restrictions and without breach of this Agreement.
3 General Terms
3.1 Each Party represents and warrants to the other that:
(a) it will comply with all applicable laws;
(b) the disclosure of Confidential Information by it on the terms of this Agreement does not
infringe the rights of any third party;
(c) it is a corporation duly organised and validly existing in the jurisdiction of its incorporation
and it has full corporate power and authority to enter into this Agreement and to do all
things necessary for the performance of this Agreement.
[3.2] The Disclosing Party (including its Representatives) does not make any express or implied
representation or warranty as to the accuracy, completeness or fitness for purpose of the
Confidential Information. Nothing in this clause operates to limit or exclude any liability for
fraudulent misrepresentation.
3.2[3.3] The Parties acknowledge that some or all of the Confidential Information may be price-sensitive
information and the use of such information may be regulated or prohibited by applicable
legislation. The Parties undertake not to use any Confidential Information for any unlawful
purpose.
3.3[3.4] This Agreement represents the entire understanding of the parties with respect to Confidential
Information disclosed in connection with the Business Purpose and supersedes all prior
communications, agreements, statements and representations with respect thereof.
3.4[3.5] This Agreement may be executed in counterparts, all of which will constitute one agreement
between the parties.
3.5[3.6] No amendment or waiver of any of the provisions of this Agreement is effective unless made in
writing and signed by an authorised representative of each of the parties to this Agreement.
3.6[3.7] In the event any one or more of the provisions contained in this Agreement is for any reason held to
be invalid, void or unenforceable in any respect, by a court of competent jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision of this Agreement, but this
Agreement will be construed as if such invalid, illegal or unenforceable provision had never been
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 included in this Agreement and this Agreement will be carried out as nearly as possible according
to its original terms and intent.
3.7[3.8] This Agreement does not create or confer any rights or benefits enforceable by any person not a
Party to it except that a SCB Group member will have the right to enforce any rights or benefits in
this Agreement including, without limitation, any limitation and/or exclusion of liability.

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PART C: DEFINITIONS

Term Definition
Confidential means, in respect of each party, all proprietary and confidential information of that
Information party and those of its Group members, and its current, former and prospective
customers, clients, personnel or suppliers, in each case whether commercial,
financial, technical or otherwise (whether oral, in writing, machine readable or in
any other form) and material (whether electronically recorded, in writing or
otherwise) which by its very nature should obviously be treated as secret and
confidential or which is designated as such and which the party desires to protect
against unrestricted disclosure or competitive use, including without limitation:
information relating directly or indirectly to that party’s Group's business, including
but not limited to details of trade secrets, know-how, strategies, ideas, operations,
compliance information, processes, methodologies and practices; information
relating directly or indirectly to the party’s Group’s plans, intentions, market
opportunities and business affairs; works of authorship, products and materials
written and prepared by the party or another member of its Group in relation to this
Agreement or the Business Purpose; and any text, drawings, financial models,
projections, plans, specifications, compilations, comparisons, evaluations,
applications, records, reports, analyses, data, studies, notes, extracts and other
documentation prepared by or on behalf of the Recipient Party or a member of its
Group and/or jointly by the Parties, which represent, record, recall, contain or reflect
any of the information described in the foregoing parts of this definition.
Disclosing means the party who discloses Confidential Information to the other party.
Party
Group in respect of a party, means that party and:
i. any person, body corporate, partnership, firm or other entity in which on or after
the date of this Agreement from time to time such party directly or indirectly: (A)
owns more than half the capital, income, business assets or any other
comparable equity or ownership interest; or (B) has the power to exercise fifty
percent (50%) or more of the voting rights in such entity; or (C) has the legal
power to direct or cause the direction or general management or affairs of the
entity in question; or (D) has the power to appoint or remove more than half the
members of the supervisory board, board of directors or bodies legally
representing such entity; or (E) has the right to manage the business of such
entity;
ii. any person, body corporate, partnership, firm or other entity which directly or
indirectly has in or over such party the rights or powers listed in (i) above (a
Controller); and
iii. any person, body corporate, partnership, firm or other entity in which a
Controller directly or indirectly has the rights or powers listed in (i) above.
Process or means any processing operation(s) performed upon Confidential Information
Processing whether by automatic means or not, such as collecting, recording, using, accessing,
copying, retaining, storing, handling, disclosing, modifying, altering, transferring,
transmitting, deleting or destroying.
Recipient means the party who receives Confidential Information from the other party.
Party
Representative means, in respect of a party, that party’s directors, officers, employees and
professional advisers and, includes any directors, officers, employees and
professional advisers of either Party’s Group.

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