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NDA agreement

Background

Supplier is in the business of providing various services related to product or material supply.

Definitions

In this Agreement, unless inconsistent with the context, the following definitions shall apply:

“Agreement” means these terms and conditions, and any section of this entire agreement;

“Agreement Term” means the duration of the Agreement as specified on its Signature Page;

“Background IP” means all intellectual property owned by either Customer or Supplier which has been generated before or otherwise outside of the activities relating to this Agreement, even if used in connection with the Services; for example, the Supplier’s work templates are considered as the Supplier’s Background IP;

“Business Day” means 9am to 5pm on a day in the place specified in the relevant clause, or if not specified, in the place where the relevant obligation is to be performed which is not a public holiday;

“Confidential Information” means this Agreement and all information obtained by one Party from the other which is or should reasonably be understood to be confidential, or is by its nature confidential;

“Customer” means the Customer legal entity specified on the Signature Page, its successors in title and permitted assigns;

“Effective Date” means the Effective date as listed on the Signature Page;

“Intellectual Property” or “IP” means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature;

“Supplier” means the company specified on the Signature Page;

“Services” means the services described in any section of this entire agreement;

"Parties" means the Supplier and Customer.

“Product” means the product described in any section of this entire agreement.

“Signature Date” means the date of signature of the last party to sign.

1. The singular shall include the plural and vice versa and words importing any gender shall include all other genders;
2. Headings shall be ignored in interpretation;
3. “including” shall be interpreted as meaning “including without limitation”;
4. The use of any expression in this Agreement covering a process available under the laws of Singapore shall, if the Customer is subject to the laws of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

Variation

Either Party may submit a request to change the nature or scope of the Services. Any such request shall be sufficiently detailed to enable the other Party to assess the impact of the proposed change. No such change shall become effective until agreed in writing between the Parties (such agreement not to be unreasonably withheld conditioned or delayed).

Confidential Information
1. Neither Party will disclose to any person (other than to its professional advisors, insurers, or to subcontractors or personnel who have a genuine need to know) nor use for any other purpose than this Agreement, any of the other Party’s Confidential Information, which may be acquired during the Agreement Term and which shall include this Agreement.
2. Each Party will protect the Confidential Information it receives as it would protect its own Confidential Information, and with at least a reasonable standard of care.
3. Each Party undertakes that its employees, agents and sub-contractors are aware of and will comply with the confidentiality and non-disclosure provisions contained in this section 3 or their equivalent.
4. If either Party becomes aware of any breach of confidence by any of its employees, agents or sub-contractors, that Party shall promptly notify and give all reasonable assistance to the other Party in connection with the prevention of any repeated or continuing breach.
5. Each party warrants that it has the right to disclose its Confidential Information. No other warranties are made and no responsibility or liability is or will be accepted by either Party as to the accuracy or completeness of the Confidential Information.
6. This Agreement imposes no obligation on a Party to exchange Confidential Information or to purchase, sell, license, or otherwise make use of any technology, services or products.
7. No license or conveyance of any rights under any patent, copyright, trade secret, trademark or any other intellectual property (IP) right is granted under this Agreement except the limited rights necessary to carry out the purpose as set forth in this Agreement.
8. Supplier agrees that it will not use any Customer IP in any manner to create any goods for any entity other than Customer.
9. Customer agrees that any knowledge gathered about Supplier’s other customers (for example during a site visit, or by seeing documents) is confidential and shall not be used for contacting any of Supplier’s customers, or for any other motive, without Supplier’s written authorization.
10. The obligations in this section shall survive for a period of five (5) years following the relevant disclosure OR five (5) years after the end of the Agreement Term. The restrictions contained in this section 3 shall not apply to any Confidential Information which:
  1. comes into the public domain (unless through unauthorised disclosure by either Party, their employees, agents or sub-contractors);
  2. is already known to the receiving Party prior to the commencement of the Services;
  3. is independently developed by the receiving Party;
  4. is lawfully acquired from a third party without obligation of confidence; or
  5. is required by any competent authority to be disclosed or where there is a legal right, duty or requirement to disclose, provided that (i) where reasonably possible and without breaching any such legal right, duty or requirement, two (2) days’ notice is given of any such disclosure, and (ii) the actual disclosure shall be limited to the extent and scope of the requirement issued by the relevant authority.

Termination

This Agreement may be terminated for convenience by either Party at any time by written notice.

Effect of Termination

On expiry or termination:

1. all rights and obligations of the Parties shall automatically terminate except for such rights of action as shall have accrued prior to expiry or termination and any obligations which expressly or by implication are intended to survive or come into force on such expiry or termination; and
2. each Party shall return to the other any property, Confidential Information of the other and any copies thereof that it then has in its possession or control.

Non Solicitation Of Customers Suppliers and Employees
1. During and for 2 years after the expiration or termination of this Agreement, Supplier shall not, directly or indirectly itself or through any third party person or company, call upon, solicit, divert, or take away any client or customer of Customer. This does not include the case where the client or customer approaches the Supplier directly and there is a trail of emails to document this.
2. During and for 2 years after the expiration or termination of this Agreement, Supplier shall not, directly or indirectly itself or through any third party person or company, call upon, solicit, divert, or hire any employee of Customer. This shall be applicable only to the existing employees of Supplier at the time of expiration or termination.
3. During and for 2 years after the expiration or termination of this Agreement, Customer shall not, directly or indirectly itself or through any third party person or company, call upon, solicit, divert, or hire any employee of Supplier. This shall be applicable only to the existing employees of the Customer at that time.

Notices
1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
  1. delivered by hand or by pre-paid airmail post or by courier delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  2. sent by email to the address specified on page 1.
2. Any notice shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the address;
  2. if delivered by courier delivery service, at the time the notice is left at the address;
  3. if sent by email, six hours after transmission, or, if this time falls outside the Business Day in the place of receipt, then on the next Business Day.
  4. Despite the above, any notice or communication actually receivedby the party to whom the notice is addressed, will be deemed to have been properly given and received.
  5. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Entire Agreement and Construction
1. This Agreement and all its sections constitute the entire understanding between the Parties and supersedes any previous agreement prior to the Signature Date concerning the subject matter, but for the avoidance of doubt this section does not limit either Party’s liability for fraud, fraudulent misrepresentation, or wilful default. In the event of any conflict or inconsistency between the provisions of this Agreement and any terms or conditions of Customer, this Agreement shall prevail.
2. No party shall be bound by any undertakings, representations, warranties, promises, terms or conditions or the like not recorded in this Agreement.
3. No waiver or amendment of any of the provisions of this Agreement shall be effective unless made in writing, signed by both Parties.
4. Each provision shall be construed separately and notwithstanding that the whole or any part of any such provision may prove to be illegal or unenforceable the other provisions and the remainder of the provision in question shall continue in full force and effect.

Independent Contractors
1. The Parties are independent contractors. This Agreement does not create or imply a joint venture, partnership, or agency relationship between the Parties.
2. If any of the provisions of this Agreement are declared or held invalid, illegal or unenforceable by a court of competent jurisdiction, the unaffected portions of this Agreement will be unimpaired and remain in full force and effect. As a substitute for such invalid, illegal or unenforceable provisions the Parties will negotiate in good faith a mutually acceptable provision consistent with the original intent of the Parties.

No Waiver

Until termination or expiry, each Party will continue to have the right to require the other Party to perform each provision of this Agreement even if it has previously not enforced each provision.

Governing Law and Disputes

This Agreement will be construed in accordance with, and governed by the laws of Singapore.

Signature And Counterparts
1. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
2. No counterpart shall be effective until each party has transmitted to the other at least one executed counterpart.


SERVICES AGREEMENT PARTIES:	Company name: Serenial Development Pte. Ltd., Company Address: 77 Robinson Rd. 20 01, 068896 Singapore Company email: inquiries@serenialtech.com (“Supplier”). and Company name: Company address: (“Customer”). Individually referred to as “Party” and collectively as the “Parties”
EFFECTIVE DATE:
AGREEMENT TERM:	Three years from the Effective Date, unless terminated earlier under section 4 (Termination) (Note: please see section 3.k. about the end of obligations)

SERVICES AGREEMENT PARTIES:

Company name: Serenial Development Pte. Ltd.,

Company Address: 77 Robinson Rd. 20 01, 068896 Singapore

Company email: inquiries@serenialtech.com

(“Supplier”).

and

Company name:

Company address:

(“Customer”).

Individually referred to as “Party” and collectively as the “Parties”

EFFECTIVE DATE:

AGREEMENT TERM:

Three years from the Effective Date, unless terminated earlier under section 4 (Termination)

(Note: please see section 3.k. about the end of obligations)

Customer	Supplier
Your name: Your email:	Name: Renaud Anjoran Email: Renaud@serenialtech.com
Your title:	Title: Director
Date:	Date:

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Signed by Renaud Anjoran
Signed On: March 4, 2025

Timestamp

Audit

January 23, 2025 5:32 pm +09

NDA agreement Uploaded by Renaud Anjoran - inquiries@serenialtech.com IP 122.171.18.151

March 3, 2025 9:01 pm +09

Renaud A - renaud@serenialtech.com added by Renaud Anjoran - inquiries@serenialtech.com as a CC'd Recipient Ip: 122.171.18.151

March 3, 2025 9:01 pm +09

Fabien G - fabien@serenialtech.com added by Renaud Anjoran - inquiries@serenialtech.com as a CC'd Recipient Ip: 122.171.18.151