1.Background. The parties intend to engage in discussions and negotiations concerning the potential establishment of a business relationship. For that purpose only, and in connection with such discussions and negotiations, it is anticipated that SawasdeeShop and Company (each, a “Disclosing Party”) may disclose to each other (each, a “Receiving Party”) certain Proprietary Information relating to the subject matter described as SawasdeeShop solutions and a possible business relationship between the parties. SawasdeeShop and Company have entered into this Agreement in order to assure the confidentiality of such Proprietary Information in accordance with the terms of this Agreement.

 

2.Proprietary Information. As used in this Agreement, the term “Proprietary Information” shall mean any and all information, including, without limitation, data, results, specifications, scientific information, business information, techniques, drawings, designs, logos, formulae and manufacturing processes, disclosed verbally and/or in writing by the Disclosing Party and designated as proprietary.

 

3.Non-disclosure of Proprietary Information. The Receiving Party shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information obtained from the Disclosing Party. The Receiving Party shall use such Proprietary Information only for the purpose for which it was disclosed and shall not exploit such Proprietary Information for its own benefit or the benefit of a third party without the prior written consent of the Disclosing Party. The Receiving Party shall disclose Proprietary Information received under this Agreement only to persons within its organization who have a need to know such Proprietary Information for purposes of fulfilling this Agreement and who are bound in writing to protect the confidentiality of such Proprietary Information. The Receiving Party shall instruct all persons to whom Proprietary Information is disclosed to abide by the terms of this Agreement.

 

4.Limitation on Obligations. The obligations specified in Section 3 above shall apply for a period of five (5) years from the Effective Date, and shall not apply, and the Receiving Party shall have no further obligations, with respect to any Proprietary Information which:

(a) is in the public domain at the time of disclosure or becomes publicly known through no wrongful act on the part of the Receiving Party, but only after it becomes so publicly known; or

(b) becomes known to the Receiving Party through disclosure by a third party not under any obligation to the Disclosing Party to maintain such information in confidence; or

(c) is already in the possession of the Receiving Party at the time of disclosure, as evidenced by contemporaneous written records; or

(d) is independently developed by or on behalf of the Receiving Party by an individual or individuals not having received Proprietary Information hereunder, as evidenced by contemporaneous written records.

Notwithstanding the foregoing, the Receiving Party may disclose Proprietary Information as may be required by law; provided that, the Receiving Party notifies the Disclosing Party of this request promptly prior to any such disclosure to permit the Disclosing Party to oppose such disclosure by appropriate legal action or to determine whether such disclosure can be made on a confidential basis.

 

5.Return of Documents. The Receiving Party shall, upon request of the Disclosing Party, either destroy or return to the Disclosing Party all drawings, documents and other tangible manifestation of Proprietary Information received by the Receiving Party pursuant to this Agreement (and all copies and reproductions thereof, including those in electronic form), except that the Receiving Party may retain one copy thereof solely for the purpose of determining the extent of its obligations hereunder.

 

6.Miscellaneous.

(a) It is understood that no right to a license, implied or otherwise, under any patent or other rights now or hereafter owned or controlled by the Disclosing Party, is granted to the Receiving Party by this Agreement and that the disclosure of information, Proprietary or otherwise, does not grant the Receiving Party any right in and to such information.

(b) This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(c) This Agreement shall be construed and interpreted in accordance with the laws of Thailand.

(d) The disclosure hereunder of the Proprietary Information by the Disclosing Party to the Receiving Party shall not result in any obligation on the part of either party to enter into any future agreement relating to the Proprietary Information or to undertake any other obligation not set forth in a written agreement signed by the parties hereto.

(e) The parties shall adhere to the Laws and Regulations of Government of Thailand and shall not export or re-export any information/data received from any other party hereunder or the direct product of such information/data to any proscribed country listed under the Export Import law.

(f) Each party represents and warrants that it has the power and authority to enter into and perform this Agreement, and knows of no law, rule, regulation, order, agreement, promise, undertaking or other fact or circumstance that would prevent such party’s full execution and performance of this Agreement.

(g) In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain such provision(s) held to be unenforceable.

h) This Agreement may not be assigned, delegated or otherwise transferred, in whole or part, by either party without the prior written consent of the other party.

(i) This Agreement sets forth the entire Agreement and understanding between the parties and supersedes all prior oral and written agreements and understandings between them relating to the subject matter of this Agreement. This Agreement may not be modified or discharged, in whole or part, except by an agreement in writing signed by both parties.