NON-DISCLOSURE AGREEMENT

 

This Non-Disclosure Agreement is made and entered into as of the 15th day of September, 2025 by and between MALAYSIA Sdn. Bhd., a Malaysian corporation having its registered office at Hangar ‘D’ Regional Aviation Center Jalan Riyal U3/36 Bukit Jelutong Industrial Park 40150 Shah Alam Selangor, Malaysia (hereinafter called “MALAYSIA Company”) and Japan Co., Ltd., a Japanese corporation having its registered office at SVAXTT building 6F, 3-11-15, Toranomon, Minato-ku, Tokyo Japan (hereinafter called “Japan Company”).

 

WITNESSETH:

 

WHEREAS, the parties hereto intend to disclose certain confidential and proprietary information to the other party for the purpose written below (hereinafter called “Purpose of Disclosure”).

 

Purpose of Disclosure:

 

Mutual evaluation prior to the execution of a legally binding agreement regarding  translation work between the parties

 

WHEREAS, in the course of the parties’ discussions regarding their entering into Purpose of Disclosure, Disclosing Party will disclose to Receiving Party certain confidential and proprietary information.  Accordingly, the parties desire to set forth herein Receiving Party’s obligations to keep such confidential and proprietary information secret.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

 

Article 1.  Disclosing and Receiving Party

For the purpose of this Agreement, the party disclosing any information under this Agreement shall be called “Disclosing Party” and the party receiving any information hereunder shall be called “Receiving Party”.

 

 

Article 2.  Confidential Information 

1.   “Confidential Information” means any information disclosed by Disclosing Party to

       Receiving Party or to any of Receiving Party’s representatives relating to Purpose of Disclosure
      (disclosure may be made in writing, orally, or in any other form) including, without limitation,
      hardware, software, technical documents, drawings, manuals, specifications, materials, computer
      programs, designs, models, product samples, trade secrets, know-how, inventions, technical data,
      product ideas, business plans, and financial, managerial, personnel and environmental
      information.  If Confidential Information is given in written or any other tangible forms, it shall be
      identified by Disclosing Party as confidential by an appropriate legend indicating its proprietary or
      confidential nature. 

2.   Notwithstanding the foregoing Paragraph, Receiving Party shall have no obligations to keep
      confidential in respect of Confidential Information which:

(1)  is rightfully obtained or will be obtained from a third party under no obligation of
       confidentiality; or

(2)  is independently developed by Receiving Party without Confidential Information; or

(3)  is already known to or possessed by Receiving Party prior to the disclosure of
      Confidential Information; or

(4)  is already a public domain prior to the disclosure of Confidential Information; or

(5)  becomes a public domain through no fault of Receiving Party.

 

3.   Notwithstanding the provisions in this Article, Receiving Party shall have no obligations
      to keep confidential if Confidential Information is disclosed legally subject to the demand of
      government, governmental agency, court, administrative agency or any related authorities.

4.   In the event that Receiving Party is legally required or requested to disclose Confidential
      Information subject to the demand of government, governmental agency, court, administrative
      agency or any related authorities, Receiving Party shall use its best efforts to notify Disclosing
      Party of such requirement or request prior to the disclosure so that Disclosing Party may seek
      an appropriate protective order or take lawful actions to avoid and/or minimize such disclosure.

 

 

Article 3.  Scope of Disclosure

Receiving Party shall keep Confidential Information with duty of care and diligence of a good manager and shall not disclose Confidential Information to any third parties including, but not limited to, its subsidiaries, affiliated companies or subcontractors without prior written consent of Disclosing Party.  Also, Receiving Party shall not use, modify, copy or adapt Confidential Information for any purpose whatsoever other than Purpose of Disclosure unless otherwise permitted in writing by Disclosing Party.

 

 

Article 4.  Return/Disposal or Loss of Confidential Information

1.  Receiving Party shall, at any time upon Disclosing Party’s request or termination or expiration of
    this Agreement, return to Disclosing Party or, subject to the instruction of Disclosing Party, dispose
    of all copies of Confidential Information and all other documents and materials incorporating
    Confidential Information in the possession of Receiving Party or Related Companies.

2.   Receiving Party shall give a notice to Disclosing Party immediately if Receiving Party or Related
      Companies lose or may have lost Confidential Information.

 

 

Article 5.  Right of Confidential Information

Confidential Information is and shall always remain the exclusive property of Disclosing Party, and Receiving Party hereby acknowledges the right, title and interest of Disclosing Party in and to Confidential Information.  Receiving Party shall not at any time, apply or register as its own intellectual property right, infringe, contest, dispute or question such right, title or interest in respect of Confidential Information nor aid others in doing so, directly or indirectly. All documents and materials incorporating or embodying Confidential Information shall remain the sole property of Disclosing Party.  Nothing in this Agreement is intended for or shall be construed as a grant of a license or other right to Receiving Party other than as expressly set forth herein.  

 

 

Article 6.  No Warranty and Binding

Receiving Party acknowledges that all Confidential Information is provided on an "as is" basis
ithout any warranty, express or implied.

 

 

Article 7.  Term and Survival

1.      This Agreement shall come into force as of the date first above written and, unless earlier
       terminated, shall remain in force for a period of one (1) year.  The obligation specified
       in Article 3 (Scope of Disclosure) shall survive the termination or expiration of this Agreement
       for a period of five (5) years on and after the date of termination or expiration hereof. 

2.      Further, the following Articles shall survive the termination or expiration of this Agreement
      for an indefinite period of time.

  (1)   Article 4 (Return/Disposal or Loss of Confidential Information)

  (2)   Article 5 (Right of Confidential Information)

  (3)   Article 8 (Damages)

  (4)   Article 10 (Governing Law and Jurisdiction)

 

 

Article 8.  Damages

If MALAYSIA Company is damaged due to Japan Company’s breach or default of any provision hereof, MALAYSIA Company may claim Japan Company damages thereof.

 

 

Article 9.  Successors and Assigns 

MALAYSIA COMPANY may succeed and assign any of its rights or obligations hereunder. 

 

 

Article 10.  Governing Law and Jurisdiction 

This Agreement shall be construed according to, and the rights of the parties shall be governed by the laws of Malaysia without giving effect to choice of law rules. Each party agrees that if either initiates any action, suit or proceeding to enforce the terms of this Agreement, such claim shall be brought exclusively into the Subordinate courts located in Kuala Lumpur, Malaysia.

 

 

Article 11.         Entire Agreement 

This Agreement constitutes the entire and only agreement in respect of the subject matter between the parties and supersedes all previous negotiations, agreements and communications with respect hereto, and shall not be released, discharged, changed or modified in any manner, except by instruments signed by duly authorized representative of each of the parties.

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives as of the date first above written.

 

 

MALAYSIA Sdn. Bhd.

                                                                     

By:_____________________________                                                                                                                                

Name : AMRUL NIZAR ANUAL

Title    : CHIEF EXECUTIVE OFFICER

 

 

 

Japan Co., Ltd.