Non Disclosure and Singapore Law by myl47151


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									V18Jun08 PBSS
RFP552: SIA Mobile Release 2
                                                                                                                                             Page 1 of 3

THIS AGREEMENT is made this 04 January 2010 ("Effective Date") between:

Singapore Airlines Limited (Co. Registration No. 197200078R) of Airline House, 25 Airline Road, Singapore 819829 (which may where the context
allows include any or all of its subsidiaries or affiliates) ("SIA"),


[Name of Vendor]__________________________________________________________ (Co. Registration No._____________________) of

[Address of Vendor] __________________________________________________________________________________________(“the

hereinafter referred individually as "a Party" or collectively as "the Parties".


A.      SIA and Amadeus IT SA (“Amadeus”) had on 7 April 2008 entered into an IT services agreement (“CITP Agreement”) pursuant to which
        Amadeus will provide certain IT services to SIA (“PBSS Project”).
B.      The CITP Agreement provides, inter alia, that SIA require 3 parties to whom it discloses PBSS Project related confidential information to,
        assume certain confidentiality obligations (“CITP Confidentiality Obligations”).

C.      In connection with the PBSS Project, SIA wishes to (as the case may be):
        (i)    invite the Vendor to participate in the tendering of proposals for services – RFP552: SIA Mobile Release 2;
        (ii)   engage the Vendor to provide the relevant services; and/or
        (iii)  discuss with the Vendor matters in connection with the PBSS Project, including without limitation how the PBSS Project will be

        (collectively known as “the Project”)

D.     Pursuant to Recital C above, SIA may from time to time disclose Confidential Information (as defined below) to the Vendor.

E.     In light of the CITP Confidentiality Obligations, SIA requires and the Vendor agrees to assume, the confidentiality obligations as set out in this


1.    The Vendor acknowledges that SIA had entered into the CITP                         derivative works; and/or (d) refuse for any reason to promptly
      Agreement with Amadeus and is bound by certain confidentiality                     provide the Confidential Information (including copies thereof)
      obligations thereto. In consideration of being made privy to the                   to SIA if requested to do so.
      Confidential Information for the purposes of the Project, the
      Vendor hereby agrees to observe and be bound by the terms of                  5.   The Vendor shall cause its employees, servants, officers,
      this Agreement.                                                                    agents, consultants and contractors involved in the Project to
                                                                                         observe or be similarly bound by the terms of this Agreement.
2.    In this Agreement, "Confidential Information" shall include but is                 The Vendor, as principal party, shall be responsible and held
      not limited to all PBSS Project related information of SIA                         liable for any breach of the obligations hereto by any of its
      marked confidential, restricted or proprietary by SIA and any                      employees, servants, officers, agents, consultants and
      other information of SIA that is treated as confidential by SIA                    contractors to whom Confidential Information has been disclosed.
      and would reasonably be understood to be confidential,                             In addition, the Vendor undertakes to take all such steps as shall
      whether or not so marked, including: (a) any software or                           from time to time be necessary to ensure compliance by its
      components provided by SIA; (b) attorney or solicitor-client                       employees, servants, officers, agents, consultants and
      privileged materials or work product; (c) customer lists,                          contractors involved in the Project with the provisions of this
      customer information, customer pricing, strategic plans,                           clause.
      accounting information, human resources and personnel
      information, marketing/sales information, information regarding               6.   The Vendor expressly understands that the Confidential
      businesses, plans, operations, third party contracts, internal or                  Information disclosed by SIA under this Agreement is of a
      external audits, lawsuits; and/or (d) other information or data                    commercially valuable and highly sensitive nature. In the event
      obtained, received, transmitted, processed, stored, archived or                    that SIA discovers that the Vendor, its employees, servants,
      maintained by SIA.                                                                 officers, agents, consultants or contractors (whether individually
                                                                                         or collectively) has made or makes or intends to make or causes
3.    The Vendor hereby agrees to use the Confidential Information                       to be made or permits to be made any unauthorised disclosure of
      only for the purpose of the Project and hereby undertakes that                     the Confidential Information, SIA will be entitled to take out an
      the Confidential Information shall only be disclosed to those of                   injunction against any such party to restrain it from making any
      its employees, servants, officers, agents, consultants and                         such disclosure. In addition or in the alternative, as the case may
      contractors on a need-to-know basis for the purpose of                             be, SIA will be entitled to exercise such legal and equitable
      evaluating and/or developing the Project.                                          remedies as are available in respect of the breach of this
                                                                                         Agreement and to further protect the Confidential Information.
4.    The Vendor further agrees to keep the Confidential Information
      in strictest confidence and treat with the same degree of care it             7.   In the event the Vendor is aware of a breach of the
      extends to its own confidential information and shall not: (i)                     confidentiality obligations hereto, it shall: (a) immediately notify
      make any use or copies of the Confidential Information except                      SIA of the breach; (b) promptly furnish to SIA all known details
      as is strictly necessary to fulfil its obligations in relation to the              and assist SIA in investigating and/or preventing the
      Project; (b) acquire any right in or assert any lien against the                   reoccurrence of such a breach; (c) cooperate with SIA in any
      Confidential Information; (c) sell, assign, transfer, lease or                     investigation or litigation deemed necessary by SIA to protect
      otherwise dispose of the Confidential Information to third                         its rights; (d) promptly use its best efforts to prevent further
      parties or commercially exploit such information through
V18Jun08 PBSS
RFP552: SIA Mobile Release 2
                                                                                                                                    Page 2 of 3

      breaches from occurring; and (e) bear any cost it incurs in          12A. Clause 11 and Clause 12 do not apply to the Confidential
      complying with this clause.                                              Information that may have been subject to the Vendor's normal
                                                                               IT back up procedures. The Vendor may further retain one (1)
8.   The provisions of this Agreement shall not apply to:                      archival copy of such documents and records as are required to
(a)  Information which at the time of disclosure is in the public              be maintained solely to satisfy any law or regulation or Vendor's
     domain other than through a breach of the Vendor’s or a third             global firm policies to which it is subject (the “Confidential
     party’s confidentiality obligations.                                      Archival Information”), in which event the Vendor shall ensure
(b) Information which after disclosure, is published by the Vendor             that all such Confidential Archival Information is stored securely
     or otherwise becomes part of the public domain other than                 and that proper disposal of the Confidential Archival Information
     through a breach of the Vendor’s or a third party’s                       is effected in accordance with the terms of this Agreement once
     confidentiality obligations.                                              the legal or regulatory requirement or global firm policies to which
(c) Information which becomes part of or enters the public domain              the Vendor is subject is no longer applicable.
     other than in breach of this Agreement or other than due to the
     default or wilful or negligent act or omission of the Vendor or       13. Unless expressly assigned to the other Party, whether in this
     any of its employees, servants, officers, agents, consultants             Agreement or in some other document made between the
     and contractors involved in the Project.                                  Parties, all patents, patent applications, copyrights, design rights,
(c) Information which was lawfully in the possession of the Vendor             trademarks or such other proprietary rights, belonging to the
     prior to receipt from SIA provided such prior possession can be           respective Parties shall remain vested in the Party concerned.
     adequately substantiated by documentary evidence antedating
     the disclosure by SIA.                                                13. Neither Party shall assign its benefits, rights and obligations
(d) Information which was received from a third party having a right           under this Agreement to any third party (including its subsidiaries,
     to disclose such information.                                             associated companies or affiliates) without the prior written
(e) Information which has been independently developed or                      consent of the other Party. Subject to the above limitation, this
     obtained by the Vendor or obtained by the Vendor from a third             Agreement will inure to the benefit of and be binding upon the
     party other than in breach by either of them of their respective          Parties, their successors and assigns.
     obligations to maintain confidentiality.
 (g) Confidential Information which is disclosed to third parties with     14. If for any reason any provision or part thereof of this Agreement
     the prior written consent of SIA.                                         is found to be unenforceable, such provision or part thereof shall
                                                                               be deemed to be severed from this Agreement and the
9.    In addition, the Vendor shall not be considered to have breached         remainder of the Agreement shall remain in full force and effect
      its obligations under this Agreement if disclosure of Confidential       and may be enforced to the fullest extent possible.
      Information is necessary to satisfy legal requirements of a
      competent government body, provided that as soon as possible         15. This Agreement shall not be modified except by a written
      upon receiving any such request, the Vendor advises SIA of the           agreement dated subsequent to the date of this Agreement and
      Confidential Information disclosed or to be disclosed and the            signed by both Parties. None of the provisions or part thereof of
      identity of the party/entity requiring such disclosure. Where            this Agreement shall be deemed to have been waived by any act
      possible. such notification shall occur prior to making such             or acquiescence on the part of SIA, its agents or employees,
      disclosure in order that the SIA may interpose an objection to           unless by an instrument in writing signed by both Parties. No
      such disclosure directly to the authority seeking access, take           waiver of any provision of this Agreement shall constitute a
      action to assure confidential handling of the Confidential               waiver of the same or any other provision(s) in this Agreement on
      Information or take such other action as it deems appropriate to         another occasion.
      protect the Confidential Information. The Vendor shall use
      commercially reasonable efforts to co-operate with SIA, at the       16. The provisions of this Agreement shall be governed by and
      Vendor’s cost, in its efforts to seek a protective order or other        construed in accordance with the laws of the Republic of
      appropriate remedy or in the event such protective order or other        Singapore and shall be subject to the exclusive jurisdiction of
      remedy is not obtained, to obtain assurance that confidential            the Courts of the Republic of Singapore. A person who is not a
      treatment will be accorded to such Confidential Information.             party to this Agreement shall have no right under the Contracts
                                                                               (Rights of Third Parties) Act (Cap. 53B) to enforce any of its
10. The Parties understand that SIA does not have any obligation to            terms
    provide Confidential Information to the Vendor, that SIA does not
    make any representation or warranty with respect to the accuracy       17. This Agreement shall come into effect on the Effective Date and
    or completeness of the Confidential Information, and that SIA              shall remain effective for a period of seven (7) years from the
    shall not be liable to the Vendor for any loss or damage resulting         date of this Agreement or for a period of seven (7) years following
    from the use of or reliance on any of the Confidential Information,        the completion/termination of the Project, whichever is the later.
    except as otherwise provided in a formal written agreement
    executed between the Parties in respect of the Project.

11. Upon termination of this Agreement for whatever reason and
    irrespective of whichever Party initiated the termination, the
    Vendor shall not make further use of the Confidential Information
    and shall return all of the Confidential Information to SIA,
    including all copies or reproductions, extracts, summaries or
    notes, or destroy the same in accordance with the directions of
    SIA and certify the same have been destroyed.

12. SIA may, at any time during the course of the Project, direct the
    Vendor to return the Confidential Information to SIA, or part
    thereof, and not to make further use of the Confidential
    Information to be returned. Upon receipt of such directions, the
    Vendor shall promptly deliver the requested Confidential
    Information without retaining any copies or excerpts thereof to
    SIA. If the requested Confidential Information is still required by
    the Vendor to perform their services for the Project, then in such
    event, both Parties shall endeavour to obtain alternative
    information from other sources so that the Vendor can proceed
    with the performance of their services.
V18Jun08 PBSS
RFP552: SIA Mobile Release 2
                                                                                 Page 3 of 3

SIGNED                                      SIGNED

For and on behalf of                        For and on behalf of

SINGAPORE AIRLINES LIMITED                  [Name of Vendor]

Signature:                                  Signature:

Name:        G Balachandran                 Name:

Job Title: Senior Manager, IT Procurement   Job Title:

Company Stamp:                              Contact Person (Name & Job Title):

                                            Email Contact:

                                            Company Stamp:

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