AGREEMENT FOR NON‑DISCLOSURE OF PROPRIETARY INFORMATION
THIS AGREEMENT, effective upon date of latest signature, by and between Firefish LLP (“Firefish”), having a place of business at 47 Hill Street #06-06 Singapore 179365, and Stark Digital Media Services Pvt Ltd (“Receiver”) having a place of business at 1 Raffles Place, #44-02, One Raffles Place, Singapore 048616.
Reference is made to recent conversations between representatives of the parties concerning Software Development. The parties would like to continue such discussions and anticipate that disclosure of proprietary information by Firefish may be advantageous.
Therefore, for and in consideration of the disclosure of proprietary information (“Information”) which may include technical information, software products, business plans, marketing plans, future potential business relationships, and/or financial information originated by or otherwise peculiarly within the knowledge of Firefish (“Discloser”), or other data which Firefish treats as company private, and which is identified in writing as proprietary at the time of disclosure or which, in the case of orally disclosed information, is identified as proprietary at the time of disclosure and is reduced to a writing delivered to the party receiving such Information thereafter. The Receiver accepts and receives such Information in confidence and trust, subject to the following terms and conditions:
1.1 Discloser discloses such Information only for the Purpose stated above. Unless otherwise authorized in writing by Discloser, Receiver shall not disclose Discloser's Information to any third party, nor circulate it within its own organization except to persons with a need to know and shall protect the Discloser’s Information by using the same degree of care, but no less than a reasonable degree of care, as Receiver uses to protect its own similar confidential information of like importance. Such persons shall be instructed that such Information is proprietary to Discloser. They shall not utilize the Information except for the purpose stated above and shall not reproduce or otherwise duplicate any portion of the Information without the prior written consent of the Discloser.
1.2 Receiver shall be liable for disclosure to any third party of Discloser's Information.
1.3 Discloser's Information disclosed to Receiver shall be and remain the property of Discloser. All such Information (including copies) shall be promptly destroyed, or returned to Discloser upon Discloser's written request. If destruction is requested, Receiver shall provide written certification of compliance within thirty (30) days of such request.
1.4 Export regulations may apply to further authorized release of Discloser's Information by Receiver. This Agreement does not authorize export of technical data.
1.5 None of the Information provided under this Agreement will include or embody the proprietary information of any third party.
2.1 Unless terminated earlier, termination will occur upon expiration of one (1) year from the effective date of this Agreement.
2.2 These obligations of non‑disclosure shall exist and continue until three (3) years from the date of disclosure of each item of information, notwithstanding the earlier expiration or termination of this Agreement.
3.0 MISCELLANEOUS TERMS
3.1 This Agreement shall not be assigned by either party.
3.2 No license to manufacture, sell or use, or other authority of any kind under any intellectual property right including, but not limited to, any trademark, patent or copyright, shall be implied or granted by this Agreement or by conveying of Information hereunder. All Information shall remain the property of the Discloser.
3.3 This Agreement shall be subject to and construed in accordance with the laws of Singapore. The parties consent to the exclusive jurisdiction of Singapore in all matters arising out of or relating to this Agreement and to service of process by certified mail, return receipt requested, at their respective addresses set forth above.
3.4 This Agreement is intended to provide only for the handling and protection of Information. It shall not be construed as a Teaming, Joint Venture, Partnership, or other similar arrangement. Specifically, this Agreement shall not be construed in any manner to be an obligation to enter into a contract, nor shall it result in any claim for reimbursement of costs.
3.5 Firefish does not make any representations or warranty regarding the accuracy, completeness or freedom from defects of the information disclosed or with respect to infringement of any rights, including intellectual property rights of others.
3.7 This Agreement contains the entire agreement, and supersedes all prior and collateral communications and agreements of the parties with respect to the protection of either party's Information disclosed to the other. No change or addition to any provision of this Agreement shall be binding except by a written amendment signed by both parties.