Rules of the Game
4. Non Disclosure Agreement
1. THIS AGREEMENT is made BETWEEN:
a. BETTER WORLD MAKERS NETWORK Pte. Ltd. 201107250N, Singapore including any of it's
stakeholders e.g members, employees, service providers, state regulators, shareholder, or
clients is herein referred to as the (information) Disclosing Party; and
b. YOU including any entity, team or principal that you are representing, is herein referred to as the
(information) Receiving Party,
c. The Disclosing Party and the Receiving Party are collectively referred to as the "Parties".
2. AGREEMENT PERIOD
a. Effective date of the Agreement: The Date of Email from the Receiving Party confirming the
acceptance of the terms and condition of this agreement.
a. The Receiving Party understands that the Disclosing Party has disclosed or may disclose
information relating to the Disclosing Party’s business interest, which to the extent previously,
presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as
"Proprietary Information" of the Disclosing Party.
4. OPERATIVE PROVISIONS
a. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the
Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to
take all reasonable precautions to protect such Proprietary Information (including, without
limitation, all precautions the Receiving Party employs with respect to its own confidential
materials), (ii) not to disclose any such Proprietary Information or any information derived
therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary
Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to
copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that
its employees, agents and subcontractors to whom Proprietary Information is disclosed or who
have access to Proprietary Information sign a nondisclosure or similar agreement in content
substantially similar to this Agreement
b. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not
apply with respect to any information after five years following the disclosure thereof or any
information that the Receiving Party can document (i) is or becomes (through no improper action
or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally
available to the public, or (ii) was in its possession or known by it prior to receipt from the
Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully
appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently
developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party
may make disclosures required by law or court order provided the Receiving Party uses diligent
reasonable efforts to limit disclosure and has allowed the
c. Disclosing Party to seek a protective order.
d. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will
return to the Disclosing Party all Proprietary Information and all documents or media containing
any such Proprietary Information and any and all copies or extracts thereof, save that where such
Proprietary Information is a form incapable of return or has been copied or transcribed into
another document, it shall be destroyed or erased, as appropriate.
e. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary
Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.
f. The Receiving Party further acknowledges and agrees that no representation or warranty,
express or implied, is or will be made, and no responsibility or liability is or will be accepted by
the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers,
as to, or in relation to, the accuracy of completeness of any Proprietary Information made
available to the Receiving Party or its advisers; it is responsible for making its own evaluation of
such Proprietary Information.
g. The failure of either party to enforce its rights under this Agreement at any time for any period
shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement
is held to be illegal or unenforceable neither the validity, nor enforce-ability of the remainder of this
Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights
under this Agreement without the consent of the other Party. This Agreement may not be
amended for any other reason without the prior written agreement of both Parties. This
Agreement constitutes the entire understanding between the Parties relating to the subject
matter hereof unless any representation or warranty made about this Agreement was made
fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior
representations, writings, negotiations or understandings with respect hereto.
h. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is
located (or if the Disclosing Party is based in more than one country, the country in which its
headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of
or in connection with this Agreement to the nonexclusive of the courts in the Territory.