(Ver 3) General NCNDA PDF

Confidentiality Agreement for Prospective Investor(s)
Korea Alternative Asset Management (“Recipient”) and Mediator Name

(“Mediator”) do hereby accept and agree to fulfil all obligations due either party in
fulfilment of the terms of this Confidentiality Agreement as follows:
“Agreement” means this confidentiality agreement and all amendments made hereto
by written agreement of the Parties;
“Party” (collectively “Parties”) means an individual and/or an entity pursuant to this
Agreement;
“Investee” means any individual and/or entity Mediator brings to Recipient for the
purpose of receiving investment(s).
1. Confidential Information - Recipient may request that Mediator provide it
with information concerning business and operations of the Investee’s
business (together with any reports, analyses and other documents prepared
by or on behalf of Investee based thereon, the “Confidential Information”).
The term “Confidential Information” does not include information that (a) is
or becomes generally available to the public other than as a result of
disclosure by Recipient or its Representatives (as defined below) or (b)
becomes available to Recipient on a non-confidential basis from a source
other than Investee, so long as the source was not prohibited from disclosing
such information by a legal, contractual or fiduciary obligation.
2. Non-Disclosure - Recipient agrees to hold the Confidential Information in

strict confidence and not disclose the Confidential Information to any
person(s) or entity(ies), except for Recipient’s employees and advisors
(“Representatives”) who need to know such information for purposes of
assisting Recipient in evaluating a possible investment in Investee’s business
and who have agreed to abide by the obligations of Recipient hereunder.
Recipient will be responsible for any breaches of this Agreement by its
Representatives. If Recipient is required to disclose any Confidential
Information by law, regulation or legal process (including Freedom of
Information Act or similar requests), Recipient will, to the extent legally
permitted, provide Investee with a prompt notice thereof and cooperate with
Investee to ensure confidential treatment of such information to the extent
possible, and will disclose only that portion of the Confidential Information
that is legally required to be disclosed.
3. Use - Recipient agrees to use the Confidential Information solely for the
purpose of evaluating a possible investment in Investee. Recipient
acknowledges that the Confidential Information may contain material non-
public information regarding companies.
4. Non-Circumvention - Except in the ordinary course of such commercial

relations as may exist, all Parties shall not in any manner contact persons or
entities that were introduced by the other Party without express permission of
the Party who introduced such said persons or entities. All questions,
transmissions and communications relating to the Confidential Information
shall be asked or sent only to and only through the Parties unless otherwise
instructed or agreed upon by the Parties. Parties shall not in any way
whatsoever either circumvent each other or attempt such circumvention of
each other and/or any of the parties involved in any transaction that may result
from the Parties’ engagement in the Projects and Discussions. For avoidance
of doubt, this clause shall not apply to third parties introduced to a Party which
are already known by such Party as reasonably evidenced by internal
documentation.
5. Remedies - Recipient agrees that a breach of this Agreement may cause

Investee irreparable damage for which recovery of damages would be
inadequate, and that Investee shall therefore be entitled to obtain injunctive
and other equitable relief under this Agreement as well as such further relief
as may be granted by a court of competent jurisdiction. In the event of
circumvention with or through a third Party or a new Party exclusive to this
agreement, the circumvented Party shall be entitled to legal monetary award
from the circumventing Party. Where disclosures and confidentiality are
breached by either Party and thereby results in circumvention by a Party, the
aforementioned legal monetary award described hereunto shall be demanded
and legally enforceable on the circumventing party. This clause shall remain
valid for a period of 12 months after termination or expiration of this
Agreement. Notice of breach of this clause shall be presented to the
circumventing Party within 12 months after termination or expiration of this
Agreement.
6. Governing Law - This Agreement shall be governed by and construed in

accordance with laws of Hong Kong. Where any disagreement arises from
this Agreement that cannot be settled amicably, the dispute shall be brought
before the courts of Hong Kong.
7. Term – Subject to the immediately preceding paragraph, this Agreement shall

terminate on the second anniversary of the signing of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date written below.
Name: Company Name
Signature: ________________________________
Name:
Title:
Date:
Name: Mediator Name
Signature: ________________________________
Name:
Title:
Date:

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What information is considered confidential under the agreement?

What restrictions does the agreement place on the recipient's use of confidential information?

Confidentiality Agreement for Prospective Investor(s)

Korea Alternative Asset Management (“Recipient”) and Mediator Name

2. Non-Disclosure - Recipient agrees to hold the Confidential Information in

4. Non-Circumvention - Except in the ordinary course of such commercial

5. Remedies - Recipient agrees that a breach of this Agreement may cause

6. Governing Law - This Agreement shall be governed by and construed in

7. Term – Subject to the immediately preceding paragraph, this Agreement shall

Name: Company Name

Name: Mediator Name

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