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Jul 176 min read

Non-Disclosure Agreement (“NDA”)

A Non-Disclosure Agreement (NDA), also known as a confidentiality agreement, is a common legal contract used in Singapore to protect sensitive information during business dealings. Here's a quick rundown:

What it Does:

Creates a legally binding contract between two parties regarding confidential information.
One party (disclosing party) shares confidential information with the other party (receiving party).
Receiving party agrees to keep the information confidential and not disclose it to third parties without permission.

What it Protects:

Confidential information can be anything with commercial value that's not publicly known, like:
Trade secrets
Formulas
Ideas
Inventions
Customer lists
Business plans

Why Use One:

Protects your competitive advantage by stopping confidential information from reaching competitors.
Allows for sharing necessary information during negotiations or collaborations.

Additional Points:

NDAs typically define the scope of confidential information, exceptions for disclosure, and the duration of the agreement.
It's advisable to consult a lawyer when drafting or reviewing an NDA to ensure it meets your specific needs and complies with Singaporean law.

Model Non-Disclosure Agreement for Gold House M&A

This is a model Non-Disclosure Agreement (NDA) and should not be considered a substitute for legal advice. Please consult with a lawyer to ensure the agreement meets your specific needs and complies with Singaporean law.

Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is made and entered into as of 18 JULY 2024 by and between:

Gold House M&A, a business registered in Singapore with its registered office at 23 NEW INDUSTRIAL ROAD, #04-08 SOLSTICE BUSINESS CENTER, SINGAPORE 536209] ("Disclosing Party"), and
[Name of Recipient], a company incorporated in [Country] with its registered office at [ADDRESS] ("Receiving Party").

WHEREAS, the Disclosing Party desires to disclose certain Confidential Information (as defined below) to the Receiving Party; and

WHEREAS, the Receiving Party desires to receive such Confidential Information from the Disclosing Party subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:

1. Confidential Information. "Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or in any other form, that is designated as confidential or that, by the nature of the circumstances surrounding the disclosure, ought to be treated as confidential. This includes, but is not limited to, information regarding the Disclosing Party's client, its business, finances, operations, technology, and potential investment opportunities.

2. Non-Disclosure. The Receiving Party agrees to hold in confidence and not to disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party will use the Confidential Information only for the purpose of evaluating potential buyers for the Disclosing Party's client.

3. Exceptions. The Receiving Party will not be obligated to keep Confidential Information confidential if such information:

(a) is or becomes publicly known through no fault of the Receiving Party;

(b) was rightfully known to the Receiving Party before receipt from the Disclosing Party;

(d) is required by law to be disclosed, provided that the Receiving Party gives the Disclosing Party prior written notice of such requirement (to the extent permitted by law) and uses reasonable efforts to cooperate with the Disclosing Party to obtain a protective order or other confidential treatment.

4. Use of Confidential Information. The Receiving Party agrees to use the Confidential Information only for the purpose of evaluating potential buyers for the Disclosing Party's client and not for any other purpose. The Receiving Party will not use the Confidential Information to compete with the Disclosing Party or its client.

5. Term and Termination. This Agreement will be effective as of the date first written above and will remain in effect for a period of TWO years from the date of disclosure of the Confidential Information (the "Term"). This Agreement may be terminated by either party upon written notice to the other party. Upon termination of this Agreement, the Receiving Party will promptly return or destroy all copies of the Confidential Information in its possession or control.

6. Remedies. The Receiving Party acknowledges that a breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would not be an adequate remedy. Therefore, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

7. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Singapore.

9. Dispute Resolution. In the event of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (the "Dispute"), a party may give notice to the other party to submit the Dispute to mediation to the Singapore Mediation Centre ("SMC").

If the parties agree to submit such Dispute to SMC, the parties will have 30 days from the date of submission of such Dispute to SMC to resolve such Dispute in accordance with SMC's Mediation Procedure in force for the time being. Unless otherwise agreed by the parties, the mediator(s) will be appointed by SMC and the mediation will take place in Singapore in the English language and the parties shall be bound by any settlement agreement reached.

If the parties do not agree to submit the Dispute to SMC or the parties are unable to resolve the Dispute through mediation during the period set out in this Clause 9, in such case,

the parties irrevocably agree that the courts of Singapore are to have exclusive jurisdiction to settle any such Dispute.

10. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by reputable overnight courier service, addressed as follows:

If to the Disclosing Party:

Roger Pay

23 New Industrial Road, #04-08 Solstice Business Center, Singapore 536209

If to the Receiving Party:

[Name of Recipient]

[Address]

12. Waiver. No waiver by either party of any breach of this Agreement shall constitute a waiver of any other or subsequent breach.

13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

In consideration of the Disclosing Party making the Confidential Information available to the Receiving Party, the Receiving Party agrees to be bound by the terms of this Agreement.

The Disclosing Party

Signed by Roger Pay

for and on behalf of Gold House M&A

………………………..

CEO

Name: Roger Pay

in the presence of:

...............................

Witness

Name:

Address:

The Receiving Party

Signed by [Name of Director]

for and on behalf of [Name of the Receiving Party]

………………………..

Director

Name:

in the presence of:

...............................

Witness

Name:

Address: