CONFIDENTIAL

DATED THIS DAY OF 2016

NON DISCLOSURE AGREEMENT

BETWEEN

BANK NEGARA MALAYSIA

AND

Company: __________________________________(Company No.: ________________)

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This Agreement (“Agreement”) is made on this day of 2016

BETWEEN

BANK NEGARA MALAYSIA, a body corporate which continues to exist under

the Central Bank of Malaysia Act 2009 with its head office situated at Jalan Dato’

Onn, 50480 Kuala Lumpur (hereinafter referred to as “BNM”) of the first part;

AND

Company: _______________________________ (Company No.: ________), a company incorporated under the Companies Act 1965, with its registered address at _______________________________________________________ (hereinafter referred to as “THE COMPANY”) of the last part.

BNM and THE COMPANY shall be referred to collectively as the “Parties” or

individually as the “Party” throughout this Agreement.

WHEREASA. BNM is desirous of appointing a company to Supply, Deliver, Install, Test,

Commission and Maintenance of Electric Forklifts, Electric Power

Stackers and Hand Pallet Trucks for Business Operation Complex, Bank

Negara Malaysia, Subang Jaya, Selangor in accordance with the

requirements of BNM (hereinafter referred to as “the Project”). BNM is

currently in discussions with THE COMPANY on THE COMPANY’s

proposal for the Project.

B. BNM agrees to disclose and provide THE COMPANY with access to

sensitive Confidential Information for purposes of the Project. BNM wishes

to prevent the disclosure or unauthorised use of its Confidential

Information (as defined in clause 7.1) by THE COMPANY.

C. THE COMPANY is made aware that any leakage of the Confidential

Information may jeopardize the security of BNM and cause BNM to suffer

loss. THE COMPANY has agreed to protect BNM’s Confidential

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Information in accordance with the terms and conditions hereinafter

contained.

NOW IT IS AGREED BY THE PARTIES as follows:

1. INTERPRETATIONSIn this Agreement, unless the context otherwise requires –

1.1 Any reference to “this Agreement” shall include the schedules and any

supplementary agreements or, in the case where this Agreement has

been amended or novated, such amended or novated agreement.

1.2 Except where otherwise stated, any reference to any statutory provision

includes a reference to any modification, extension or re-enactment

thereof (whether, made before or after the date hereof) for the time being

in force and also includes a reference to all regulations, orders, by-laws

and instrument for the time being made there-under or deriving there-from.

1.3 Except where otherwise stated, any reference to “law” includes the

Federal Constitution, decree, judgment, order, regulations, statute, treaty,

by-laws, directions, guidelines or other legislative measures in Malaysia.

1.4 Except to the extent that the context requires otherwise, references to the

singular number shall include references to the plural number and vice

versa.

1.5 Words denoting one gender include the other gender.

1.6 Words denoting persons include corporations and vice versa and also

include their respective heirs, personal representatives, successors in title

or permitted assigns, as the case may be.

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1.7 Where a word or phrase is given a defined meaning in this Agreement,

any other part of speech or other grammatical form in respect of such

word or phrase has a corresponding meaning.

1.8 Any reference to “writing”, or cognate expressions, includes any

communication effected by electronic mail or facsimile transmission.

2. HEADINGS2.1 The section headings and sub-headings have been inserted for

convenience and as a guide to the provisions of this Agreement and shall

be ignored in the interpretation and construction of any of the provisions

contained herein.

3. RECITALS3.1 The recitals of this Agreement shall have effect and be construed as an

integral part of this Agreement, but in the event of any conflict or

discrepancy between any of the provisions of this Agreement and the

recitals, such conflict or discrepancy shall, for the purposes of the

interpretation and enforcement of this Agreement, be resolved by giving

the provisions contained in the clauses of this Agreement priority and

precedence over the provisions contained in the recitals of this

Agreement.

4. LANGUAGE4.1 English is the governing language of this Agreement and shall prevail over

any translations that shall be made in this Agreement. All correspondence,

notices or other documents, drawings and diagrams required or permitted

hereunder shall be drawn up and annotated in English unless otherwise

agreed by the Parties.

5. TERM5.1 The term of this Agreement shall commence from the date of this

Agreement and shall continue thereafter without any limitation of time

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unless and until this Agreement is terminated in writing in accordance with

this Agreement.

6. REPRESENTATIONS AND WARRANTIES6.1 THE COMPANY hereby represents and warrants to BNM that -

(a) it is a corporation validly established under the laws of Malaysia;

(b) it has the corporate power to enter into and perform its obligations

under this Agreement and to carry out the transactions as

contemplated by this Agreement;

(c) it has taken all necessary corporate actions to authorize its

signatory and witness stated herein to execute this Agreement on

its behalf to bind it to enter into and perform this Agreement and to

carry out the transactions contemplated by this Agreement;

(d) as at the date of this Agreement, neither the execution nor

performance by THE COMPANY of this Agreement nor any

transactions contemplated by this Agreement shall violate in any

respect any provision of-

(i) its Memorandum and Articles of Association or other

relevant constituent documents; or

(ii) any other document or agreement which is binding upon it or

its asset;

(e) at the time of signing the Agreement and to the best of THE

COMPANY’s knowledge, no litigation, arbitration, tax claim, dispute

or administrative proceeding is presently current or pending or, to

its knowledge, threatened, which is likely to have a material

adverse effect upon it or its ability to perform its obligations under

this Agreement;

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(f) this Agreement constitutes a legal, valid and binding obligation on

THE COMPANY and is enforceable in accordance with its terms

and conditions,

and THE COMPANY acknowledges that BNM has entered into this

Agreement in reliance of its representations and warranties as aforesaid.

7. CONFIDENTIAL INFORMATION7.1 In this Agreement, Confidential Information means all information,

documents and materials in whatever form, whether commercial, financial,

technical or otherwise furnished by BNM to THE COMPANY under this

Agreement.

7.2 THE COMPANY’s obligation of confidentiality under this Agreement shall

not apply to information –

(a) which is or hereafter becomes generally available to the public

through no act or failure to act on the part of it;

(b) which is lawfully disclosed to it by a third party without restrictions

concerning the confidentiality of such information as demonstrated

by written records sufficient to establish such disclosure;

(c) which is already in the rightful possession of it as at the date of this

Agreement as demonstrated by written records, or is developed

independently by its employees, subcontractors, authorized agents

or other authorized or appointed person, with no use of the

Confidential Information; and

(d) which is required to be disclosed pursuant to or under compulsion

of a valid order of a court of law or under the requirement of law

provided that THE COMPANY shall give prompt notice to BNM

prior to making such disclosure.

8. USE OF CONFIDENTIAL INFORMATION

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8.1 Unless otherwise provided in writing, THE COMPANY shall only use the

Confidential Information, in whole or in part -

(a) for the purposes of the Project;

(b) without contravening any laws of Malaysia; and

(c) without copying, reproducing or reducing to writing any part of such

Confidential Information except as may be reasonably necessary

for the Project.

8.2 BNM shall not be liable and THE COMPANY shall not have any claim, in

the form of money or in kind, against BNM for any cost whatsoever or

howsoever incurred under this Agreement in the usage of the Confidential

Information in accordance with the Agreement terms.

8.3 THE COMPANY undertakes that any document in any form including but

not limited to records, notes and any other tangible information in the form

of copies, reprints, reproductions or translations thereof supplied by BNM

in relation to this Agreement shall be returned to BNM when requested in

writing whether during this Agreement or within seven (7) days of the

termination of this Agreement or other extended period as mutually agreed

by the Parties or to destroy the same when requested by BNM.

9. CONFIDENTIALITY OBLIGATIONS9.1 THE COMPANY agrees to BNM to keep confidential all Confidential

Information that THE COMPANY shall have obtained or received from

BNM pursuant to this Agreement, in whatever form, concerning the

Confidential Information, including the existence of this Agreement.

9.2 THE COMPANY undertakes to BNM to take all precautions necessary to

carry out its obligation under clause 9.1 and shall have THE COMPANY in

place against any unauthorized disclosure to any person other than its

employees, subcontractors, authorized agents or other authorized or

appointed person who have a professional need to have access to the

Confidential Information.

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9.3 THE COMPANY shall take all such reasonable steps to ensure

compliance with the provisions of clause 9.1 and 9.2 by its employees,

subcontractors, authorized agents or any other persons whether

authorized or appointed by it.

9.4 THE COMPANY shall promptly notify BNM in writing of any unauthorised

misappropriation, disclosure or use by any person of such Confidential

Information and to take all reasonable steps requested by BNM at THE

COMPANY’s own expense and costs to limit, stop or otherwise remedy

such misappropriation, disclosure or use; and institute and/or maintain

such procedures as are reasonably required to maintain the confidentiality

of the Confidential Information, and shall apply at least the same level of

care as it employs to protect its own confidential information of like nature.

9.5 Unless authorised in writing by BNM, THE COMPANY shall not disclose

the whole or any part of the Confidential Information to any third party.

9.6 However, BNM authorizes THE COMPANY to disclose Confidential

Information to THE COMPANY’s subcontractors in accordance with the

terms of this Agreement. For the avoidance of doubt, the same

confidentiality obligations and level of care applicable to THE COMPANY

in relation to the Confidential Information will apply to its employees,

subcontractors, authorized agents or any other persons whether

authorized or appointed.

9.7 The foregoing obligations as to confidentiality shall survive any termination

of this Agreement.

10. LIABILITY10.1 THE COMPANY shall not be liable to BNM for any loss or damage

whatsoever or howsoever caused arising directly or indirectly in

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connection with this Agreement other than as imposed by this Agreement

and by law.

10.2 Subject to clause 10.1, THE COMPANY accepts full liability in accordance

with the law for any wrongful disclosure, misuse or other misappropriation

of BNM’s Confidential Information by any of its employees,

subcontractors, authorized agents or other authorized or appointed person

who have a professional need to have access to the Confidential

Information in breach of THE COMPANY’s confidentiality obligations. THE

COMPANY and any of its employees, subcontractors, authorized agents

or other authorized or appointed person understand and agree that BNM

may suffer irreparable harm in the event that THE COMPANY fails to

comply with any of its obligations hereunder and that monetary damages

may be inadequate to compensate BNM for such breach. Accordingly,

THE COMPANY agrees that BNM, in addition to any remedies available to

it under the law, shall be entitled to seek injunctive relief to enforce the

terms of this Agreement.

11. CONFLICT OF INTEREST 11.1 THE COMPANY shall inform BNM immediately of any matter connected

with the use of the Confidential Information which could give rise to an

actual or potential conflict of interest.

11.2 Unless otherwise agreed in writing by BNM, THE COMPANY and its

employees, subcontractors, authorized agents or any other authorized or

appointed person shall have no interest in nor receive any remuneration in

connection with the use of the Confidential Information except as provided

for in this Agreement.

12. THE COMPANY’S OBLIGATION12.1 WHISTLE BLOWING

(a) THE COMPANY shall as soon as reasonably possible, in writing or

orally, inform any of the designated officers of BNM listed in clause

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12.1(e)(i), upon having knowledge of any director, officer or

employee of BNM, directly or indirectly, asking for or receiving from

THE COMPANY or its Affiliates, any Gratification in relation to this

Agreement whether for his own personal benefit or advantage or for

the benefit or advantage of any other person, in relation to this

Agreement, whether before, during or after the term of this

Agreement, and THE COMPANY or its Affiliates knows that such

Gratification is not for the benefit of BNM.

(b) THE COMPANY undertakes that neither it nor its Affiliate nor

anyone acting on its direction or authority shall, whether before,

during or after the term of this Agreement, directly or indirectly, give

or offer, or agree to give or offer, any Gratification in relation to this

Agreement as an inducement or reward to any director, officer or

employee of BNM or any other person, for doing or forbearing from

doing or for having done or forborne from doing any act, or for

showing or forbearing from showing favour or disfavour to any

person, in relation to this Agreement. Notwithstanding the above,

THE COMPANY shall verify with any of the designated officers of

BNM listed in clause 12.1(e)(i) whether such Gratification is or is

not for the benefit of BNM.

(c) In the event there is evidence that THE COMPANY, its Affiliate or

anyone acting under its direction or authority is in breach of clause

12.1(a) or 12.1(b), BNM may terminate this Agreement (without

prejudice to BNM’s other rights and remedies under the law) by

giving written notice to THE COMPANY. Upon such termination,

BNM shall be entitled to claim all losses, costs, damages and

expenses including any incidental costs and expenses incurred by

BNM arising from such termination. THE COMPANY shall not be

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entitled to recover from BNM any loss or damages sustained or

incurred by THE COMPANY as a consequence of such termination.

(d) Notwithstanding any other provision in this Agreement but subject

to any written law and with the exception of written requests from

THE COMPANY’s internal auditors or lawyers for information

required by any laws, BNM shall keep confidential any information

disclosed or received under clause 12.1 including the identity of the

person giving the information and all the circumstances relating to

the information.

(e) For purposes of clause 12.1:

(i) The designated officers of BNM are as follows:

(A) Chairman, Board Audit Committee;

(B) Secretary to the Board of Directors;

(C) Director, Governor’s Office;

(D) Director, Strategic Communications Department;

(E) Director, Strategic Human Capital Department;

(F) Director, Internal Audit Department;

(G) Director, Legal Department; and

(H) President, Bank Negara Malaysia’s Staff Association.

(ii) ‘Affiliate’ means in relation to THE COMPANY, any person or

entity owned and controlled directly or indirectly by THE

COMPANY, or any person or entity that controls directly or

indirectly THE COMPANY in any way whatsoever.

(iii) ‘Gratification’ includes any gift, money, property or thing of

value, or any service, favour or other intangible benefit or

consideration of any kind, or any other similar advantage.

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12.2 PUBLICITY

(a) The Parties agree that they shall not use or refer to the name or

logo of the other Party, or refer to the same in any manner

whatsoever including–

(i) in the press;

(ii) for advertising or promotional purposes; or

(iii) the purpose of informing or influencing any third party,

without the prior written consent of that Party, except as

expressly contemplated by this Agreement.

(b) The Parties agrees not to refer to the fact that it has entered into

this Agreement with the other Party to third parties unless the

information is otherwise publicly available.

13. INDEPENDENCE OF PARTIES13.1 The Parties hereto do not intend that any agency, partnership or joint

venture be established by this Agreement.

14. MUTUAL OBLIGATION 14.1 In the event of BNM receiving or being given access to THE COMPANY’s

Confidential Information then BNM shall have the same obligations with

respect to such information as does THE COMPANY with respect to

BNM’s Confidential Information under this Agreement and THE

COMPANY shall have the same rights as are available to BNM under this

Agreement.

15. TERMINATION15.1 Either Party may by thirty (30) days prior written notice to the other Party,

terminate this Agreement if –

(a) the other Party is in material breach or threatened breach of any

terms, conditions, warranties or any provisions of this Agreement

and has failed to remedy that breach having been given thirty (30)

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days written notice to remedy the breach by the aggrieved Party

except as otherwise provided in this Agreement;

(b) the other Party merged with or taken over or acquired by another

person or company except for a genuine scheme of amalgamation

or reconstruction which is notified in writing to the aggrieved Party;

(c) the other Party commits an act of bankruptcy, or a receiving order

is made against it, or it makes or negotiates for any composition or

arrangement for the benefit of its creditors or if a petition for its

winding-up has been presented against it in a court of competent

jurisdiction, or it becomes insolvent or ceases to carry on its

business; or

(d) any events which any provisions in this Agreement entitle the Party

to terminate this Agreement occur.

15.2 The Parties may mutually agree to terminate this Agreement at any time.

16. SETTLEMENT OF DISPUTES16.1 The Parties shall, in good faith, attempt to settle amicably and by mutual

agreement, any disputes or conflicts arising in connection with this

Agreement.

16.2 All and any disputes, conflicts or differences arising between the Parties in

respect of this Agreement, or breach, termination or invalidity thereof,

which cannot be resolved by the Parties within a period of thirty (30) days

under clause 16.1, shall be finally settled by arbitration in accordance with

the manner and rules stipulated in clause 17.

16.3 Neither Party shall be released from any of its obligations hereunder by

reason of arbitration proceedings having been instituted and in particular,

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performance of this Agreement shall not stop during any arbitration

proceedings.

17. ARBITRATION17.1 Any unresolved dispute between the Parties shall be referred to and finally

resolved by arbitration in Malaysia by an arbitrator to be agreed upon

between the Parties or failing agreement within fourteen (14) days after

either Party has given to the other a written request to agree to the

appointment of an arbitrator, a person to be nominated by the Director of

the Kuala Lumpur Regional Centre for Arbitration at the request of either

Party. The arbitration shall be in accordance with the Arbitration Act 2005

and the Rules for Arbitration of the Kuala Lumpur Regional Centre for

Arbitration for the time being in force which rules are deemed to be

incorporated by reference into this clause.

17.2 The arbitration award, which may include an award for specific

performance, injunctive relief or other equitable relief shall be final and

binding on the Parties and judgment upon the award entered in arbitration

may be entered in any court of competent jurisdiction.

18. NOTICE18.1 All notices which are to be required to be given hereunder shall be in

writing and shall be sent to the address of the Parties as set out in this

clause or such other address as each Party may designate by notice given

in accordance with the provision of this clause.

To BNM : BOC Project Management OfficeTheatrette, Level M, Block DBank Negara Malaysia (HQ)Jalan Dato' Onn, 50480 Kuala LumpurTelephone No.: 03 26988044 ext. 8213Facsimile No.: 03 2691 3410

To THE COMPANY: _____________________________

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(ADDRESS) _____________________________

_____________________________

_____________________________

Telephone No.:________________

Facsimile No.: ________________

18.2 Any notice given in conformity with the foregoing sub-clause shall be

deemed to have been given at any of the following times as may be

appropriate -

(a) when it is delivered by hand at the time when it is so delivered on a

working day;

(b) when it is sent by A.R. registered post on the third working day

following that on which the notice was put into the post; and

(c) when the notice is sent by electronic mail or facsimile on the first

working day after it was sent.

19. ASSIGNMENT 19.1 Neither Party shall assign nor otherwise transfer this Agreement or any

right or obligation hereunder whether in whole or in part without the prior

written consent of the other.

20. VARIATION20.1 It is hereby expressly agreed and declared by the Parties hereto that

notwithstanding any of the provisions of this Agreement to the contrary,

the provisions and terms of this Agreement may at any time and from time

to time be varied or amended by mutual consent of the Parties hereto by

means of a mutual exchange of letters signed by a person authorised to

do so by each Party. Such amendments and variations shall be deemed to

become effective and the relevant provisions of this Agreement shall be

deemed to have been amended or varied accordingly and shall be read

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and construed as if such amendments and variations have been

incorporated therein as from the date specified in the exchange of letter.

21. SURVIVAL AND SUCCESSION21.1 The Agreement, in its entirety, shall inure to the benefit and be binding on

the successors, heirs and assigns of the Parties.

22. SEVERABILITY22.1 If any of the conditions set forth herein are held to be not enforceable in

full, the remaining provisions in this Agreement shall be enforceable in full

notwithstanding such invalidity.

23. WAIVER23.1 No failure or delay in the exercise of any right, power or privilege available

hereunder shall operate as a waiver thereof, nor shall any single or partial

exercise preclude any other or further exercise thereof.

24. LEGAL FEES AND STAMP DUTY24.1 Each Party shall bear its own legal fees and the stamp duty incurred

herein shall be borne by THE COMPANY.

25. GOVERNING LAW25.1 This Agreement shall be governed by and construed in accordance with

the laws of Malaysia.

26. ENTIRE AGREEMENT AND COUNTERPART26.1 Save as is specifically provided, this Agreement shall supersede all other

prior proposals oral and written, all previous negotiations and all other

communications or understandings between the Parties and shall

constitute the entire agreement between the Parties.

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26.2 This Agreement may be executed in any number of counterparts or

duplicates each of which shall be an original, but such counterparts or

duplicates shall together constitute one and the same agreement.

(The rest of this page is left intentionally blank)

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first written above.

Signed by )for and on behalf of )BANK NEGARA MALAYSIA )in the presence of:- )

…………………………………………

(Authorised signatory) Name: NRIC No.: Designation: Director, Currency Management and Operations Department

………………………………………(Witness signatory)Name: NRIC No.: IC: Designation:

Signed by )for and on behalf of )THE COMPANY )

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in the presence of:- )…………………………………………(Authorised signatory)Name: NRIC No.: Designation:

………………………………………(Witness signatory)Name: NRIC No.:Designation:

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