We, DEFINE, a strategic consultant & solutions, and you, as per the details you provide on this form (“You”), have been discussing working together on

The survey of the Cambodian labour law app ‘Seth Yerng – Our Rights”

DEFINE, as a third party and You are proposing to make available to each other certain Information in order to conduct the Projects. In consideration of Organization and You each making Information available, each party undertakes to the other as follows:

Confidentiality and Use of Information

1. Each Recipient of Information shall keep Information received by it confidential, and shall not disclose any of it, directly or indirectly, orally, electronically, in writing, or in any other way, except to individuals who are Professional Advisers, directors, members (in the case of a partnership), employees or consultants of the Recipient or of any of Affiliate, who in any such case are directly working on, or participating in the evaluation of, the Projects, and who need to know that information for the purpose of advising on or evaluating or working on the Projects. Each Recipient shall ensure that any such individual shall be made aware of and agree to comply with the confidentiality obligations set out in this agreement prior to receiving Information.
2. Each Recipient of Information shall use, and shall ensure that any person to whom it directly or indirectly discloses Information shall use, such Information solely for the purposes of evaluating and working on the Projects and any subsequent discussions between the parties in relation to the Projects and shall not use or exploit the Information for any other purpose.
3. No Recipient of Information shall make or permit the making of any copies of that information except as reasonably necessary to provide that information to individuals to whom that Recipient is permitted to disclose that Information under Confidential paragraph 1 of this agreement.
4. Neither this Agreement nor the act of disclosure, confers upon the Recipient of Information any right, license, interest, or title to any Information of the Disclosing Party. As between the Disclosing Party and the Recipient, title to a Disclosing Party’s Information shall remain solely with the Disclosing Party, and the Recipient may not use such information except as permitted by this agreement. The Recipient understands and acknowledges that the Disclosing Party makes no representation or warranty and accepts no liability in respect of the accuracy, completeness, or usefulness of any Information.

Return of Information

1. Upon the earlier of a written request from the Disclosing Party to the Recipient, or the conclusion of negotiations or work in respect of the Projects, the Recipient shall immediately:
   1. return (or cause the return of) all written Information to the Disclosing Party, together with copies of any document and any other material which is in a form capable of delivery (including, without limitation, computer hard drives) containing or reflecting any Information, whether in the Recipient’s possession or under the Recipient’s control or in the possession or under the control of individuals to whom the Recipient has directly or indirectly disclosed Information (excluding documents prepared by the Recipient’s Professional Advisers to the extent containing advice from them);
   2. erase (or cause the erasure of) any Information from any computer, hard drive, or other devices for storage of media in the Recipient’s possession or under its control or in the possession or under the control of individuals to whom the Recipient has disclosed Information in accordance with Confidential paragraph 1 of this agreement; and
   3. destroy (or cause to be destroyed) all documents, reports, or other information (whether written, electronic, or in any other form) prepared by the Recipient’s Professional Advisers containing any Information.
2. Nothing in Return of Information paragraph 1 of this agreement shall require the return, destruction, or erasure of any information or document or other material containing or reflecting Information to the extent that:
   1. such Information is stored in any permanent automatic electronic archiving or backup system of the relevant Recipient where it is not reasonably practicable to delete the same; or
   2. such document or material is, or contains Information which is, legally privileged or has been prepared by the relevant Recipient’s Professional Advisers (or the Professional Advisers of any of its Affiliate) and contains advice from them or analysis of the Information; or
   3. the relevant Recipient or any of its Affiliate or the Professional Advisers of the Recipient or any of its Affiliate are required to retain that information, document, or other material by the rules of any professional body under which they are bound to act.
3. Each Recipient agrees to ensure that where Return of Information paragraph 2 of this agreement allows Information or any document or other material containing Information to be retained, that such information shall continue to be treated as confidential in accordance with this agreement, and where that information is stored in any permanent electronic archiving or back up system, no step is taken to access or recover such Information.

Exclusion of Information

1. This agreement shall not apply to any information which:
   1. the relevant Recipient’s written records demonstrate is already in the lawful possession of the Recipient or any of its Affiliate without an obligation to maintain its confidentiality prior to the disclosure of such information by or on behalf of the Disclosing Party;
   2. the relevant Recipient’s written records demonstrate subsequently becomes independently available to the Recipient or any of its Affiliate, free of any obligation of confidentiality to the Disclosing Party and its Affiliate, other than as the direct or indirect result of a breach of obligation owed to the Disclosing Party or any of its Affiliate;
   3. is in the public domain prior to the date of this agreement or subsequently comes into the public domain through no fault of the Recipient or of any of its direct or indirect disclosures;
   4. is required to be disclosed under Permitted disclosures paragraph 1 of this agreement; or
   5. is disclosed by the Recipient in accordance with the prior written approval of the Disclosing Party, but only to the extent allowed and for the limited purposes specified in such written approval.

Permitted disclosures

1. The preceding paragraphs of this agreement shall not:
   1. prohibit disclosure of any information or the making of any announcement to the extent required to be disclosed or made; or
   2. require the return, erasure, or destruction of any information which may be prohibited from being returned, erased or destroyed, in either case by the laws of any relevant jurisdiction or by any competent regulatory or governmental body or securities exchange in any relevant jurisdiction or by any court of competent jurisdiction.
2. If any requirement or prohibition in Permitted disclosures paragraph 1 of this agreement applies, to the extent reasonably practicable and to the extent it is legally able, the relevant party shall promptly notify the other so that the other may seek a remedy to prevent its application, and shall otherwise take into account the other party’s reasonable requirements as to the timing, content, and manner of making of any relevant announcement. The party seeking to rely on Permitted disclosures paragraph 1 agrees to use commercially reasonable efforts to cooperate with the other party, at the other party’s expense, in seeking to:
   1. limit any disclosure pursuant to Permitted disclosures paragraph 1 of this agreement; or
   2. Effect any return, erasure, or destruction of Information pursuant to Return of Information paragraph 2 of this agreement.

Compliance by others to whom Information is disclosed

1. Each Recipient of Information shall ensure that each person to whom it directly or indirectly discloses Information shall comply with the obligations contained in the preceding paragraphs of this agreement as if binding on them directly, and without limitation shall, at its own expense, take all reasonable steps to restrain any such person from using or disclosing Information except as permitted by this agreement. Each Recipient of Information shall be liable for any breach of the terms of this agreement by any person to whom Information is disclosed by it directly or indirectly as if it had breached the terms of this agreement.

General

1.   Each party acknowledges that some of the Information may be sensitive or inside information relating to the other or to the other’s Parents, Subsidiaries, or clients and that such information must be kept confidential.
2.   Each Recipient of Information undertakes to ensure that any person to whom any information is to be disclosed by it or on its behalf is, prior to such disclosure, made aware of the obligations under this agreement with respect to such information. Each party agrees to monitor the use of the Information by those persons to whom it directly or indirectly discloses Information and to enforce their obligations of confidence.
3.   Each Recipient of Information shall notify the Disclosing Party immediately upon discovery of unauthorized use or disclosure of Information or any breach of the obligation owed to the Disclosing Party under this agreement and will cooperate with the Disclosing Party in every reasonable way to help the other regain possession of Information and prevent its further unauthorized use.
4.   Without prejudice to any other rights or remedies that a Disclosing Party may have, the Recipient of Information acknowledges that in the event of any breach of its obligations under this agreement, the award of monetary damages may not be an adequate remedy and that accordingly (and without prejudice to any other remedies available to it) the Disclosing Party shall be entitled to seek the remedies of injunctions or specific performance or other equitable relief in relation to any threatened or actual such breach of this agreement.
5.   This agreement does not create a joint venture or partnership between the parties and no party is obligated to enter into any further contract or business relationship with the other party.
6.   If any provision of this agreement is found to be illegal, invalid, or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted and shall in no way affect the legality, validity, or enforceability of any of the remaining provisions.
7.   No party to this agreement may assign its rights or obligations, in whole or in part, without the other party’s prior written consent.

Duration

1.   Each party’s obligations under this agreement shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Projects (unless expressly provided to the contrary in this agreement) continue indefinitely.

Third-party rights

1.   The Affiliate of a party may seek to enforce the provisions of this agreement with the prior consent of that party.
2.   Except as provided in Third party rights paragraph 1, a person who is not a party to this agreement has no right to rely upon or enforce any term of this agreement.
3.   Each party may amend the terms of this agreement without the consent of its Affiliate.

Counterparts

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

Applicable law

1.   The validity, construction, and performance of this agreement (and any claim, dispute, or matter arising under or in connection with it or its enforceability) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the law of Cambodia.
2. The parties irrevocably agree that the Disclosing Party may enforce the Recipient’s obligation of confidence under this agreement in the courts of any jurisdiction having the competence to issue an injunction directly enforceable against the Recipient.