Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
Introduction
Geo Energy Resource Limited (“Purchaser”) is exploring a proposed acquisition of coal assets
and/or investment in the Company (“Transaction”), which owns and operates a coal business
in Indonesia (“Business”)
The Purchaser has requested for Confidential Information for the Authorised Purpose. In
consideration for and as a condition to the Company providing such information, the
Purchaser and the Company have agreed to enter into this non-Disclosure agreement
(“Agreement”).
The definition in Schedule 1 apply throughout this Agreement.
2. Confidentiality Undertaking
2.1. Authorised Purpose Only. The Purchaser shall not use any Confidential Information for any
purpose other than the Authorised Purpose
2.2. No disclosure. The Purchaser shall keep all Confidential Information and Transaction
Information strictly confidential, and shall not disclose, reproduce or provide any Confidential
Information or Transaction to any other person, except:
a. To its Representative in accordance with Clause 3; or
b. As permitted in accordance with Clause 4
2.3. Security measures. The Purchaser shall establish and maintain effective security measures to
safeguard all Confidential Information and Transaction Information from unauthorised access,
use, copying or disclosure and shall use the same degree of care a prudent person would use
to protect that person’s confidential information.
2.4. Notify breach. The Purchaser shall immediately notify to the Company of any potential,
suspected or actual breach of this agreement by the purchaser or any of its Representatives
and comply with such reasonable directions issued by or on behalf of the Company regarding
any such unauthorised use or disclosure of any confidential information or Transaction
Information
3. Disclosure to and Responsibility for Representatives
3.1 Permitted Disclosure to Representative. The Purchaser may only disclose Confidential
Information and Transaction Information to such of its Representatives who have a need to
know (but only if and to the extent the Representatives have a need to know) for or in
connection with the Authorised Purpose and who have agreed to keep such information
confidential on the same terms set out in this agreement.
3.2 Representative. The Purchaser shall procure that its Representatives to whom Confidential
Information or Transaction Information is disclosed or otherwise made available do not do
or omit to do anything which, if done or omitted to be done by the Purchaser, would be a
breach of the Purchaser’s obligations under this Agreement.
4. Permitted Disclosure
4.1 Permited Disclosure. Subject to compliance with Clause 4.2 and 5, this agreement shall not
prohibit or restrict the disclosure of any Confidential Information or Transaction Information
to the extent, and only to the extent, that is required to be disclosed by the Purchaser.
a. Sufficient notice to enable the Company to seek a protective order or other relief from
disclosure; and
b. Such assistance and co-operation as the Purchaser consider reasonably necessary to
prevent or minimise to the disclosure of that Confidential Information or Transaction
Information.
5. Personal Data
If any Confidential Information or Transaction Information includes any Personal Information,
the Purchaser shall comply with all applicable privacy laws or data protection laws as may be
in force from time to time that regulate the collection, storage, use and disclosure of such
information.
6. Return or Destruction Confidential Information
6.1 Return or Destroy. Subject to clause 6.2, the Purchaser shall, at its own expense:
a. Destroy all document and all other material in the possession, power or control of the
Purchaser or any of its Representatives which contain or reflect, or are derived or
produced from, in whole or in part, any Confidential Information; and
b. Delete any Confidential Information that has been entered into a computer, database or
other electronic means of Data or Information storage by the Purchaser or any of its
Representative, within seven calendar days of a written demand from the Company in
the event discussions with respect to the Transaction are terminates.
6.2 Exceptions. Clause 6.1 shall not apply to or require the return, deletion or destruction of any
documents required to be kept by the Purchaser or any of its Representatives in accordance
with applicable law or any regulation or rule of a regulatory body to which the Company or
any of its Representatives are subject or in accordance with the Company or its
Representatives respective audit or compliance policies or to the extent that such Confidential
Information is stored in any automatic electronic archiving or back-up system where it is not
practicable to return or destroy the same.
6.3 Survival. Neither the Purchaser nor any of its Representatives shall be released from its
obligations under this agreement as a result of;
7. Price-Sensitive Information
The Parties hereby acknowledge that the Purchaser may receive material no-public
information and that they shall each comply with all applicable laws and regulation as may be
in force from time to time that regulate the disclosure and use of such information.
8. No Reliance
8.2 Purchaser to make own assessment. The Purchaser acknowledges and agrees that:
a. It shall make its own assessment of all Confidential Information and satisfy itself as to the
accuracy, content, legality and completeness of such information;
b. Any forecast or estimates in the Confidential Information may not prove to be correct or
be achieved; and
c. It shall rely on its own investigations and analysis in evaluating the Transaction.
And none of the Company and its Representatives shall have any liability or responsibility
(including by reason of negligence or negligent misstatement) to the Purchaser or any of its
Representatives resulting from the use of or reliance upon such Confidential Information.
9. Term
Unless expressly stated otherwise in this agreement, the