In connection with the personnel commencing on the commencement date(”The Commencement Date”) stated above, the above parties acknowledge that Confidential Information may be disclosed by the Company to the Personnel during the period of the employment.

As a condition to being furnished such Confidential Information, the Personnel agrees to treat such Confidential Information furnished or disclosed on or after the effective date hereof, in accordance with the provisions set forth herein.

1. CONFIDENTIALITY
1.1 The Personnel acknowledges that effective the date of this Agreement, the Personnel will have access to and be entrusted with Confidential Information of the Company and its clients and their respective dealings, transactions and affairs, all of which information is or may be confidential.

1.2 The Personnel shall not (except in the proper course of duty except as provided for by paragraph 2 below) during or after the Agreement:
(i) make use, divulge or communicate to any person whomsoever or otherwise make use of, whether for the Personnel’s own benefit or for the benefit of any other person, firm, company or association (and shall use the Employee’s best endeavours to prevent the publication or disclosure of) any trade secrets, or any Confidential Information of the Company or its clients;
(ii) make use, divulge or communicate to any person whomsoever or otherwise make use of, whether for the Personnel’s own benefit or for the benefit of any other person, firm, company or association (and shall use the Personnel’s best endeavours to prevent the publication or disclosure of any discussions or negotiations concerning the works or projects contemplated by the Company or its clients and/or any possible transactions undertaken with/by the Company or its clients or any of the terms or conditions of possible or actual transactions (including but not limited to any resultant contracts) undertaken with/by the Company or its clients;
(iii) retain Confidential Information of any client or business associate of the Company; or
(iv) be held out or represented by any other person, as being in any way connected with or interested in the Company or its clients.

1.3 All documents, drawings, specifications, data, trade secrets and other tangible or intangible materials containing any Confidential Information of the Company or its clients which shall be acquired, received or made by the Personnel during the course of the Agreement shall be the property of the Company (or its clients, as the case may be) and shall be surrendered by the Personnel to a person duly authorised in that behalf at the cessation of the Agreement or at the request of a Director of the Company at any time during the course of the Agreement.

2. PERMITTED DISCLOSED
The obligations of confidentiality assumed by the Personnel pursuant to this Agreement shall not apply to the extent that such information:
(i) is a matter of public knowledge without any breach of this Agreement by the Personnel;
(ii) was disclosed to the Personnel by a third party who or which is not required to maintain its confidentiality; or
(iii) is the subject of a written agreement whereby the Company consents to the disclosure of such Confidential Information by the Personnel on a non-confidential basis.

3. CONSEQUENCES OF BREACH
The Personnel acknowledges and agrees that the Company and/or its clients may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy and that the Company and/or its clients may seek an injunction or specific performance for any threatened or actual breach of the provisions of this Agreement by the Personnel.

4. NO WAIVER
The parties agree that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege hereunder preclude any further exercise thereof or the exercise by the other party of any other right, power or privilege hereunder. The terms of this Agreement and the parties’ obligations hereunder may only be amended or modified by written agreement between the parties hereto.

5. ENTIRE AGREEMENT
5.1 This Agreement shall be governed and construed and enforced in accordance with the Laws of Malaysia and the parties irrevocably agree to submit to the exclusive jurisdiction of the Malaysia courts in all proceedings arising out of this Agreement or its terms.

5.2 Any provisions of this Agreement which are expressly provided to survive the expiration or sooner termination of the Agreement shall so survive, including but not limited to the confidentiality provision.

5.3 This Agreement represents the complete and full understanding of the parties with respect to the subject matter hereof, and supersedes all prior representations and understandings, whether oral or written.

5.4 If any provision of this Agreement is invalid or unenforceable under applicable law, that provision shall be enforced to the maximum extent possible and the remaining provisions shall remain in full force and effect.

5.5 This Agreement shall be binding on the parties and their respective successors.

6. DEFINITIONS AND HEADINGS
In this Agreement unless the context otherwise requires:
“Confidential Information” means any information and documents concerning the Company’s (and its clients’) business, affairs, operations, assets, organisation, dealings, client/customers, suppliers, employees, staff, partners, financial and other information, trade secrets, plans, data, developments, processes, procedures, operations, market research, marketing techniques and plans, business plans and strategies, fees policies, investment portfolios and other business and/or technical information and materials, in oral, written, electronic, graphic or machine-readable form, and any analyses, compilations, studies or documents which summarise such information.

Confidential Information shall also include such information or material proprietary to or relating to the Company (and its clients)
which the Personnel may obtain knowledge about or access to or be supplied with such information. Confidential Information also includes any information described above which the Company has obtained from another party and treats as proprietary or designated as Confidential Information, whether or not owned or developed by the Company or its clients.

The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms hereof.

IN WITNESS WHEREOF the Parties have executed this Agreement or caused it to be executed in their name and on their behalf by their duly authorised representatives on the date set forth.