This Non-Disclosure and Confidentiality Agreement ("Agreement") is entered into as of the date of electronic acceptance recorded below (the "Effective Date") by and between: (1) Bhumi Solutions Sdn Bhd (Company No. 202301021273), a company incorporated in Malaysia and operating under the trade name "MediaDesk", with its registered address at C33-5-7, Block C, Jaya One, No. 72A, Jalan Profesor Diraja Ungku Aziz, 46200 Petaling Jaya, Selangor, Malaysia ("Disclosing Party" or "MediaDesk"); and (2) the individual identified by the name and email address submitted at the time of acceptance of this Agreement ("Receiving Party"), each a "Party" and together the "Parties".
RECITALS. A. MediaDesk is developing and testing a pre-launch, invitation-only digital platform (the "Platform"), accessible via a password-protected gate at mediadesk.asia and related subdomains (the "Site"). B. The Receiving Party has requested, or has been granted, access to the Site prior to its public launch, for the purpose of testing, review, or evaluation. C. In connection with such access, the Disclosing Party will disclose to the Receiving Party certain confidential and proprietary information, and the Parties wish to protect that information on the terms set out below.
NOW THEREFORE, in consideration of the Disclosing Party granting the Receiving Party access to the Site, the Parties agree as follows:
1. DEFINITIONS. "Confidential Information" means any and all non-public information disclosed to, or accessed by, the Receiving Party in connection with the Site, whether before, on, or after the Effective Date, including without limitation: (a) the existence, features, design, user interface, content, functionality, and underlying technology of the Site; (b) any business, financial, marketing, strategic, or pricing information; (c) any data, documents, screenshots, recordings, or other materials made available through or in relation to the Site; and (d) the fact that the Receiving Party has been given access to the Site, in each case regardless of whether marked "confidential."
2. OBLIGATIONS OF THE RECEIVING PARTY. The Receiving Party shall: (a) hold all Confidential Information in strict confidence and not disclose it to any third party, whether verbally, in writing, electronically, or by any other means, including but not limited to social media, messaging applications, blogs, press, or public forums; (b) not publish, distribute, or share any screenshot, recording, copy, or reproduction of any part of the Site or Confidential Information; (c) use the Confidential Information solely for the purpose of testing or evaluating the Site as authorised by MediaDesk, and for no other purpose whatsoever; (d) take all reasonable precautions to prevent unauthorised access to, or disclosure of, the Confidential Information; and (e) promptly notify MediaDesk in writing of any unauthorised use or disclosure of the Confidential Information of which the Receiving Party becomes aware.
3. EXCLUSIONS. The obligations in Clause 2 do not apply to information that: (a) was already lawfully in the Receiving Party's possession without obligation of confidentiality prior to disclosure; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or a valid and binding order of a court or governmental authority, provided that the Receiving Party gives MediaDesk prompt written notice of such requirement, to the extent legally permitted, so that MediaDesk may seek a protective order or other appropriate remedy.
4. TERM. This Agreement takes effect on the Effective Date and the obligations of confidentiality in Clause 2 shall remain in force at least until 1 November 2026 ("Restricted Period"), being the date on which MediaDesk currently intends to make the Site publicly available. For the avoidance of doubt, if the Site has not been made public by that date, the obligations of confidentiality shall continue until such date as MediaDesk makes the Site, or the relevant Confidential Information, public.
5. BREACH AND REMEDIES. 5.1 The Receiving Party acknowledges and agrees that any actual or threatened breach of this Agreement, including any disclosure of Confidential Information prior to the end of the Restricted Period, is likely to cause MediaDesk significant and irreparable harm for which monetary damages alone may not be an adequate remedy. 5.2 Accordingly, in the event of any breach or threatened breach of this Agreement, MediaDesk shall be entitled, without prejudice to any other rights or remedies available to it at law or in equity, to: (a) seek immediate injunctive or other equitable relief to restrain or prevent such breach, without the need to post a bond or prove actual damages; (b) commence legal proceedings against the Receiving Party for breach of contract; and (c) recover from the Receiving Party all direct, indirect, and consequential losses and damages suffered as a result of the breach, together with all reasonable legal costs and expenses incurred by MediaDesk in enforcing its rights under this Agreement. 5.3 A specific liquidated-damages figure has intentionally been left out of this draft — under section 75 of the Contracts Act 1950, Malaysian courts award what they consider reasonable compensation regardless of any stated figure, and an unrealistic number can undermine this clause's credibility. Recommend confirming an approach with counsel before adding one.
6. NO LICENCE OR OWNERSHIP. Nothing in this Agreement grants the Receiving Party any right, title, licence, or interest in or to the Site or any Confidential Information, other than the limited right to access and evaluate the Site strictly for the purpose stated in Clause 2(c).
7. GOVERNING LAW AND JURISDICTION. This Agreement is governed by the laws of Malaysia. The Parties submit to the exclusive jurisdiction of the courts of Malaysia in respect of any dispute arising out of or in connection with this Agreement.
8. ENTIRE AGREEMENT AND ACCEPTANCE. This Agreement constitutes the entire agreement between the Parties in respect of its subject matter. By providing your name and email address, checking the acceptance box, and proceeding to access the Site, you confirm that you have read, understood, and agree to be bound by this Agreement, and that you have the authority to enter into it on your own behalf (or, if applicable, on behalf of your employer). A copy of your acceptance, together with the date, time, and IP address recorded, will be retained by MediaDesk as evidence of this Agreement.