This non-disclosure agreement (the “Agreement”) between Jell Pte Ltd (UEN No. 201938916K) ( “Jell”) and you (the “Provider”) is effective upon signing our letter of intent and is intended to prevent the unauthorized disclosure of Confidential Information (as defined below) as may be disclosed by one party to the other solely for the purpose of assessing and discussing a commercial relationship between the parties. The parties agree as follows:
1. Platform Development
Jell is in the business of an online, on-demand "Service Solution" marketplace platform for third party service and/or product providers to offer their products and services and for users to procure such products and services through "consultation", "on-demand matching" and "booking journeys" (the "Platform"). Solely for the purpose of assessing and discussing a commercial relationship between the parties in respect of the Platform, the disclosure of Confidential Information (as defined below) by either party to the other may be necessary.
2. Confidential Information
“Confidential Information” is proprietary trade secret information contained within and relating to a party’s business, including but not limited to: business description, information architecture, wireframe designs and requirement specifications marketing plan, sales revenue forecast, profit and loss forecast, capital spending plan, cash flow forecast, future trends, personnel plan, business goals, personal financial statement, supporting documents and information conveyed in writing or in discussion that is indicated to be confidential.
3. Obligations of Receiving Party
The party disclosing Confidential Information is termed the "Disclosing Party" and the other party receiving such Confidential Information is termed the "Receiving Party". Each Receiving Party shall hold and maintain the Confidential Information of the Disclosing Party in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to any such Confidential Information to persons bound by this Agreement or to persons bound by obligations of confidentiality and restricted use at least as protective as those of this Agreement, only on a need-to-know basis. The Receiving Party shall not, without prior written approval of the Disclosing Party, use for the Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit, to the detriment of the Product Developer and/or for any purpose not directly related to the purpose of disclosure under this Agreement, any of the Confidential Information. Each Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to the Confidential Information immediately on the written request of Disclosing Party.
Each Receiving Party will treat Confidential Information with the same degree of care and safeguards that it takes with its own Confidential Information, but in no event less than a reasonable degree of care. Without Disclosing Party’s prior written consent, Receiving Party will not: (a) disclose Confidential Information to any third party; (b) make or permit to be made copies or other reproductions of Confidential Information; or (c) make any commercial use of Confidential Information.
Each Receiving Party will carefully restrict access to Confidential Information to those of its officers, directors and employees who are subject to non-disclosure restrictions at least as protective as those set forth in this Agreement and who clearly need such access to participate on Receiving Party’s behalf in the analysis and negotiation of a commercial relationship or any contract or agreement with Disclosing Party. Receiving Party will advise each officer, director or employee to whom it provides access to any Confidential Information that they are prohibited from using it or disclosing it to others without Disclosing Party’s prior written consent.
This confidentiality and non-disclosure obligations in this Agreement do not apply to any information that: (a) was in Receiving Party’s possession or was known to Receiving Party, without an obligation to keep it confidential, before such information was disclosed to Receiving Party by Disclosing Party; (b) is or becomes public knowledge through a source other than Receiving Party and through no fault of Receiving Party; (c) is or becomes lawfully available to Receiving Party from a source other than Disclosing Party; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
This Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Disclosing Party sends Receiving Party written notice releasing it from this Agreement or until the expiry of three (3) years from the date of this Agreement, whichever is earlier.
7. No Rights Granted
This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Platform, Jell's innovations, Jell's intellectual property, or Jell's Confidential Information, to the Provider.
8. General Provisions
(a) Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
(b) Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
(c) Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.
(d) Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
(e) Injunctive Relief. Any misappropriation of Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore each Receiving Party agrees that each Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Disclosing Party deems appropriate. This right of each Disclosing Party is to be in addition to the remedies otherwise available to each Disclosing Party.
(f) Indemnity. Each Receiving Party agrees to indemnify the corresponding Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by Disclosing Party as a result of Receiving Party’s breach of this Agreement.
(g) Legal Fees and Expenses. In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable legal fees and costs and necessary expenditures.
(h) Governing Law and Jurisdiction. This Agreement shall be governed by and in accordance with the Singapore Law and the parties hereby agree to submit to the exclusive jurisdiction of the Singapore courts.