For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the Franchisor is engaged. All information provided by You in the form of emails, instant messenger messages (including whatsapp, telegram, wechat, or similar applications) either from established discussion chatgroups or from private messages from Franchisor’s employees / officers / shareholders / directors. Confidential information even if orally communicated shall be treated as part of the Confidential information under protection.
The term “Confidential Information” does not include information which:
Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by You and/or any of Your Representatives. (Example : franchisor would disclose total revenue without breakdown of all locations to only Franchisees, and this information cannot be disclosed to non franchisees) Franchisees of different locations sharing information [ like breakdown of costs, rental contracts etc ] other than just revenue is deemed to have breached the Non Disclosure Agreement.
Is or has been independently acquired or developed by You and/or any of its Representatives without violating any of the terms of this Agreement.
Was within Your possession prior to it being furnished to You and/or any of Your Representatives by or on behalf of the Disclosing Party pursuant to the terms hereof; or
Is received from a source other than You and/or any of Your Representatives; provided that, in the case of previous 2 paragraphs, the source of such information was not known by You to be bound by a confidentiality obligation to the Franchisor with respect to such information.
Ownership of Rights to Confidential Information – Nothing in this Agreement shall divest the Franchisor of any of its right, title or interest in and to any Confidential Information. Within 5 days after being so requested by the Franchisor, You and Your Representatives shall destroy or return all Confidential Information furnished to the You and/or any of Your Representatives by the Franchisor. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the You and Your Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the You and/or Your Representatives based upon, containing or otherwise reflecting any Confidential Information. At the request of the Franchisor made at the time of its request for the destruction of Confidential Information, any destruction of materials shall be certified to the Franchisor in writing by You supervising such destruction.
Injunctive Relief – Both parties agree that money damages may not be a sufficient remedy for any breach of the terms of this Agreement by the You or Your Representatives, and that, in addition to all other remedies at law or in equity to which the Franchisor may be entitled, the Franchisor may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.
Disclaimer – You acknowledge and agree that neither the Franchisor nor any of its Representatives are making any representation or warranty as to the accuracy or completeness of any of the information furnished hereunder to You or any of Your Representatives and each of the You and the Franchisor further acknowledges and agrees that no party has any obligation to the other party or any of its Representatives to authorize or pursue with the other party the Transaction. Each of the Receiving Party and the Disclosing Party may at any time terminate any discussions or negotiations regarding the Transaction that may be taking place, and only those terms and conditions of the Transaction, if any, which are made in a final definitive agreement, when, as and if executed, will have any legal effect.
Time Periods – The non disclosure provisions of this Agreement shall survive the termination of this Agreement and Signed Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Signed Parties sends Signed Parties written notice releasing Signed Parties from this Agreement, whichever occurs first.
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 unless agreed upon by Signed Parties.
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 affect the intent of the Signed Parties.
Governing Law – The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of Republic of Singapore applicable to agreements made and to be fully performed therein (excluding the conflicts of laws rules). In the case of a legal dispute, all parties agree to settle in arbitration first before proceeding to a Court of Law in the Republic of Singapore.
Waiver – The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. This Agreement and each Signed Party’s obligations shall be binding on the representatives, assigns and successors of such party.