NON-DISCLOSURE AGREEMENT

BETWEEN:
BULLYID™ App is registered under Yayasan Nindya Miesye Agita, an Indonesian based organization, registered at Perumahan Sukatani Permai, Jalan Anggur Raya No. 13. Cimanggis-Depok. West Java, Indonesia. 16954. With organization number: 0377350102014. (“Disclosing Party")
and
with registered office/address at:
BACKGROUND:
WHEREAS, Disclosing Party may share certain business, financial, technical, health-related information, sensitive information and other Confidential Information (as defined below) concerning the affairs of the Disclosing Party that is not available to the public for the purpose of facilitating discussion, and exploration of a potential business transaction ("Purpose);
WHEREAS, the Disclosing Party desires to prevent the unauthorized disclosure or misuse of the Confidential Information;
IN CONSIDERATION OF and as a condition of the Disclosing Party retaining the Recipient and the Disclosing Party providing the Confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
1. Confidential Information
"Confidential Information" shall mean any and all information, written, oral information and materials disclosed or provided by the Disclosing Party to Recipient and/or its affiliates, clients or suppliers, including without limitation personal data, health-related information, business plans, financials, specifications, documentation, components, source code, customer information, drawings, formulas, patterns, masks, models, devices, computer programs, secret inventions, processes, compilations of information, records, unpatented inventions, unpublished patent applications, intellectual property of any kind, product or marketing strategies, product development schedules, and other information disclosed to the Recipient by the Disclosing Party and/or its affiliates, directly or indirectly, and whether in writing, orally or by electronic records, drawings, pictures or inspection of tangible property, together with all information derived from any of the above, and any other information which can reasonably be regarded by its nature or under the circumstances in which it was given as confidential (whether or not it is marked "confidential") or generally treated by the Disclosing Party as confidential. Details of each information, including but not limited to, the following:
1. 'Customer Information' which includes names of customers of the Disclosing Party, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Disclosing Party;
2. 'Intellectual Property' which includes information relating to the Disclosing Party's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
3. 'Marketing and Development Information' which includes marketing and development plans of the Disclosing Party, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Disclosing Party which have been or are being discussed;
4. 'Business Operations' which includes internal personnel and financial information of the Disclosing Party, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Disclosing Party, and the manner and methods of conducting the Disclosing Party's business;
5. 'Product Information' which includes all specifications for products of the Disclosing Party as well as work product resulting from or related to work or projects performed or to be performed by the Disclosing Party or for Disclosing Party's, of any type or form in any stage of actual or anticipated research and development.
6. 'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Disclosing Party, including but not limited to, formulas, patterns, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
7. 'Service Information' which includes all data and information relating to the services provided by the Disclosing Party, including but not limited to, plans, schedules, manpower, inspection, and training information;
8. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Disclosing Party, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
9. 'Computer Technology' which includes all scientific and technical information or material of the Disclosing Party, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know- how and show-how;
10. 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Disclosing Party; and
11. Confidential Information will also include any information that has been disclosed by a third party to the Disclosing Party and is protected by a non-disclosure agreement entered into between the third party and the Disclosing Party.
Confidential Information will not include the following information:
a. Information that is generally known in the industry of the Disclosing Party;
b. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;
c. Information rightly in the possession of the Recipient prior to the disclosure to the Recipient by the Disclosing Party;
d. Information that is independently created by the Recipient without direct or indirect use of the Confidential Information; or
e. Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.
12. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Disclosing Party and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Disclosing Party or any associated affiliates or subsidiaries.
13. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will be continuous from the date of this Agreement until 01 January 2028, except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
14. The Recipient may disclose any of the Confidential Information:
a. to such employees, agents, representatives and advisors of the Recipient that have a reasonable need to know for the Permitted Purpose provided that:
i. the Recipient has informed such personnel of the confidential nature of the Confidential Information;
ii. such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Recipient;
iii. the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
iv. the Recipient agrees to be responsible for and indemnify the Disclosing Party for any breach of this Agreement by its personnel.
b. to a third party where the Disclosing Party has consented in writing to such disclosure; and
c. to the extent required by law or by the request or requirement of a court of law, a regulatory body, or an administrative tribunal.
2. Avoiding Conflict of Opportunities
1. It is understood and agreed that any business opportunity relating to or similar to the Disclosing Party's current or anticipated business opportunities coming to the attention of the Recipient during the Recipient's retainer is an opportunity belonging to the Disclosing Party. Accordingly, the Recipient will advise the Disclosing Party of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Disclosing Party.
2. Without the written consent of the Disclosing Party, the Recipient further agrees not to:
a. solely or jointly with others undertake or join any planning for or organisation of any business activity competitive with the current or anticipated business activities of the Disclosing Party; and
b. directly or indirectly, engage or participate in any other business activities which the Disclosing Party, in its reasonable discretion, determines to be in conflict with the best interests of the Disclosing Party.
3. Non-Solicitation Any attempt on the part of the Recipient to induce others to leave the Disclosing Party's employ, or any effort by the Recipient to interfere with the Disclosing Party's relationship with its other employees and Recipients which would be harmful and damaging to the Disclosing Party. The Recipient agrees that from the date of this Agreement until 01 January 2028, the Recipient will not in any way, directly or indirectly:
3. Non-Solicitation
Any attempt on the part of the Recipient to induce others to leave the Disclosing Party's employ, or any effort by the Recipient to interfere with the Disclosing Party's relationship with its other employees and Recipients which would be harmful and damaging to the Disclosing Party. The Recipient agrees that from the date of this Agreement until 01 January 2028, the Recipient will not in any way, directly or indirectly:
1. Induce or attempt to induce any employee or Recipient of the Disclosing Party to quit their employment or retainer with the Disclosing Party;
2. Otherwise interfere with or disrupt the Disclosing Party's relationship with its employees and Recipients;
3. Discuss employment opportunities or provide information about competitive employment to any of the Disclosing Party's employees or Recipients; or
4. Solicit, entice, or hire away any employee or Recipient of the Disclosing Party.
This obligation will be limited in scope to those persons that were employees or Recipients of the Disclosing Party at the same time that the Recipient was retained by the Disclosing Party.
4. Non-Competition
1. Other than through employment with a bona-fide independent party, or with the express written consent of the Disclosing Party, which will not be unreasonably withheld, the Recipient will not, from the date of this Agreement until 01 January 2028, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Disclosing Party that the Recipient was working during any time in the last year of retainer with the Disclosing Party.
2. From the date of this Agreement until 01 January 2028, the Recipient will not divert or attempt to divert from the Disclosing Party any business the Disclosing Party had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Retainer.
5. Ownership and Title
1. The Recipient acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Disclosing Party. Accordingly, the Recipient specifically agrees and acknowledges that the Recipient will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks or trade names, notwithstanding the fact that the Recipient may have created or contributed to the creation of that Confidential Information.
2. The Recipient does hereby waive any moral rights that the Recipient may have with respect to the Confidential Information.
3. The Confidential Information will not include anything developed or produced by the Recipient during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trademarks or copyright that:
a. was developed without the use of any equipment, supplies, facility or Confidential Information of the Disclosing Party;
b. was developed entirely on the Recipient's own time;
c. does not relate to the actual business or reasonably anticipated business of the Disclosing Party;
d. does not relate to the actual or demonstrably anticipated processes, research or development of the Disclosing Party; and
e. does not result from any work performed by the Recipient for the Disclosing Party.
4. The Recipient agrees to immediately disclose to the Disclosing Party all Confidential Information developed in whole or in part by the Recipient during the term of the Retainer and to assign to the Disclosing Party any right, title or interest the Recipient may have in the Confidential Information. The Recipient agrees to execute any instruments and to do all other things reasonably requested by the Disclosing Party (both during and after the term of the Retainer) in order to vest more fully in the Disclosing Party all ownership rights in those items transferred by the Recipient to the Disclosing Party
6. Remedies
The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Disclosing Party. Accordingly, the Recipient agrees that the Disclosing Party is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient, any of its personnel, and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
7. Return of Confidential Information
The Recipient agrees that, upon request of the Disclosing Party, or in the event that the Recipient ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Retainer, the Recipient will turn over to the Disclosing Party all documents, disks or other computer media, or other material in the possession or control of the Recipient that:
1. May contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
2. Is connected with or derived from the Recipient's services to the Disclosing Party.
8. Notices
1. In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Disclosing Party prompt written notice of such request so the Disclosing Party may seek an appropriate remedy or alternatively to waive the Recipient's compliance with the provisions of this Agreement in regards to the request.
2. If the Recipient loses or makes unauthorised disclosure of any of the Confidential Information, the Recipient will immediately notify the Disclosing Party and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
a. BULLYID™ App - Yayasan Nindya Miesye Agita. Perumahan Sukatani Permai, Jalan Anggur Raya No. 13. Cimanggis-Depok. West Java, Indonesia. 16954. Email: feedback@bullyid.org. Phone number: +62 821 6118 5455.
9. Representations
In providing the Confidential Information, the Disclosing Party makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade mark infringement that may result from the use of such information.
10. Termination
This Agreement will automatically terminate on the date that the Recipient's Retainer with the Disclosing Party terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
11. Assignment
Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
12. Amendments
This Agreement may only be amended or modified by a written instrument executed by both the Disclosing Party and the Recipient.
13. Governing Law
This Agreement will be construed in accordance with and governed by the laws of Indonesia.
14. General Provisions
1. Time is of the essence in this Agreement.
2. This Agreement may be executed in counterpart.
3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
4. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
5. The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Disclosing Party in enforcing this Agreement as a result of any default of this Agreement by the Recipient.
6. The Disclosing Party and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Disclosing Party and the Recipient that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Recipient to give the Disclosing Party the broadest possible protection against disclosure of the Confidential Information.
7. No failure or delay by the Disclosing Party in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
8. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Disclosing Party and the Recipient.
9. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
Agreed and Accepted by,
Recipient Party