Corporate Nda Risk Analysis

an NDA

can I show you one and summarise the points of risk?

corporate one

I want to see the risks

can I upload the doc?

this is the NDA The Disclosing Party wishes to disclose to the Recipient Confidential Information in relation to the Purpose. The Disclosing Party wishes to ensure that the Recipient maintains the confidentiality of its Confidential Information. In consideration of the benefits to the parties of the disclosure of the Confidential Information, Recipient have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information. AGREED TERMS *. DEFINITIONS AND INTERPRETATION *.* The following definitions and rules of interpretation in this clause apply in this agreement: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Singapore are open for business. Confidential Information: all confidential information (however recorded, preserved or disclosed) disclosed by the Disclosing Party or its Representatives to the Recipient after the date of this agreement including but not limited to: (a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) the terms of this agreement; (c) any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group; and (d) any information or analysis derived from Confidential Information; but not including any information that: (e) is or becomes generally available to the public other than as a result of its disclosure by the Recipient in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or (g) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient; or (h) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or (i) the Disclosing Party agrees in writing is not confidential or may be disclosed; or (j) is developed by or for the Recipient independently of the information disclosed by the Disclosing Party. Purpose: The Recipient wish to attend / participate in internal trainings or technical updates sessions held by the Disclosing Party not otherwise available for parties external to the Disclosing Party. Representative: employees, agents, officers, advisers and other representatives of the Disclosing Party. *.* Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. *.* A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns. *.* Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. *.* A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. *.* Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. *. OBLIGATIONS OF CONFIDENTIALITY *.* The Recipient shall use reasonable endeavours to keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); and (d) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, access, copying or use. The Recipient shall also put in place any reasonable security measures proposed by the Disclosing party from time to time. *.* No party shall make, or permit any person to make, any public announcement concerning this agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction provided that prior to disclosing any such information required by law, any governmental or regulatory authority, any court, or other authority of competent jurisdiction, the Recipient shall give prior written notice thereof to the Disclosing Party and provide the Disclosing Party with the opportunity to contest the disclosure. *. RETURN OF INFORMATION *.* At the request of the Disclosing Party, the Recipient shall: (a) destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and (c) certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this agreement. The provisions of this clause * shall continue to apply to any such documents and materials retained by the Recipient, subject to clause *.*. *.* If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed. *. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT *.* All Confidential Information shall remain the property of the Disclosing Party. The Disclosing Party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of the Disclosing Party’s Confidential Information are granted to the Recipient and no obligations are imposed on the Disclosing Party other than those expressly stated in this agreement. *.* Except as expressly stated in this agreement, the Disclosing Party does not make any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information. *.* The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement in relation to the Purpose, or the development or supply of any product or service to which the Confidential Information relates. *.* The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this agreement. *.* The Recipient shall be liable to the Disclosing Party for the actions or omissions of the Recipient's Representatives under this agreement, as if they were the actions or omissions of the Recipient. *. WARRANTY AND INDEMNITY *.* The Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. *.* The Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party and/or its Group) arising from any breach of this agreement by the Recipient and from the actions or omissions of the Recipient. *. TERM AND TERMINATION *.* The obligations of the Recipient shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of * (two) years from the date of this agreement. *.* Termination of this agreement shall not affect any accrued rights or remedies to which either party is entitled. *. EXCLUSIVITY *.* The parties shall ensure that their officers, employees, agents, advisers and other representatives, and members of its group and their respective officers, employees, agents, advisers and representatives, comply with the undertakings in this agreement. *.* The parties acknowledge and agree that they are under no obligation whatsoever to enter into an agreement with respect to the Purpose. *. ENTIRE AGREEMENT AND VARIATION *.* This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. *.* No variation of this agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives). *. NO WAIVER *.* Failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. *.* No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. *. ASSIGNMENT Except as otherwise provided in this agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this agreement or any document referred to in it without the prior written consent of the other party. *. NOTICES *.* Any notice required to be given under this agreement, shall be in writing and shall be delivered personally or sent by commercial courier, to each party required to receive the notice at its address as set out on the first page to this agreement or as otherwise specified by the relevant party by notice in writing to each other party. *.* Any notice shall be deemed to have been duly received: (a) if delivered personally, when left at the address and for the contact referred to in this clause; or (b) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. *. NO PARTNERSHIP Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. *. THIRD PARTY RIGHTS A person who is not a party to this agreement shall not have any rights under or in connection with it. *. GOVERNING LAW AND JURISDICTION *.* This Agreement shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English. This agreement has been entered into on the date stated at the beginning of it.

yes but not worried about singapore laws

what other areas might be of concern

regardless of Singaporean law are there any red flags

yes

no please leave the law as is

are there any unusual risks assosiated