Non-Disclosure Agreement (Page 2 of 2) in pdf

Term of Obligation

(a) Term. This Agreement shall be effective and shall remain valid for a period of two (2) years from the date hereof. The Consultant

specifically agrees that the confidentiality obligations set forth in this Agreement shall continue even after this Agreement is terminated or

cancelled and in particular shall survive the termination of any discussions or negotiations between the Parties so long as the item of

information continues to meet the definition of “Confidential Information” and is not exempt under Section 2(c).

(b) Return of Confidential Information. At any time requested in writing by Company, the Consultant shall return or destroy all documents,

samples or other tangible materials embodying Confidential Information, shall retain no copies thereof, and shall certify in writing that such

destruction or return has been accomplished. The confidentiality obligations set forth in this Agreement shall survive any termination of the

Agreement.

Indemnity

(a) The Consultant shall indemnify and defend the Company, its employees, directors, officers, agents, representatives and Affiliates, from and

against any losses, damages, liabilities, costs or expenses (including without limitation expense of consultants and legal advisors and

counsel) claims, suits, actions, proceedings, demands, penalties, fines, judgments, awards or damages arising out of the Consultant’s or its

Representatives’ failure to perform or comply with, or breach of, any one or more of the terms of this Agreement.

General

(a) Waiver. The failure of Company to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of

Company to enforce any subsequent breach of such term.

(b) Assignment. This Agreement shall be binding on and inure to the benefit of each party’s respective successors and permitted assigns;

however, the Consultant may not assign or otherwise transfer this Agreement or any of its rights or obligations without the prior written

consent of Company.

(c) Construction. While the parties hereto believe that the terms hereof are fair, reasonable and enforceable in all respects, it is agreed that in

the event that any provision of this Agreement is found to be invalid, void or unenforceable, unless such provision materially affects the

intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall not affect the validity of this Agreement nor the

remaining provisions herein.

(e) Governing Law.

This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Singapore, without regard to

its conflict of laws principles, and the Singapore Courts shall have non-exclusive jurisdiction to settle any disputes that may arise out of or in

connection with this Agreement.

(f)

Entire Agreement. This Agreement does not create any partnership or agency relationship. This Agreement constitutes the entire

agreement between the parties on the subject matter hereof and supersede all prior agreements, communications and understandings of any

nature whatsoever, oral or written. This Agreement may not be modified or waived orally and may be modified only in a writing signed by

a duly authorized representative of both parties.

(g) Representation Agreement. Consultant agrees that no contract or agreement providing for Consultant’s engagement shall be deemed to

exist between Consultant and Company unless and until Consultant and Company execute and deliver a final definitive agreement relating

thereto.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective Date.

COMPANY

CONSULTANT

Signed:

Signed

Print:

Title:

Date:

Non-Disclosure Agreement Page 2