1. In this agreement “Information” means, in relation to Sinan Energy (Pty) Ltd a wholly owned subsidiary of Sinan Energy LLC, a Delaware incorporated entity, its technical knowledge, know-how, data, drawings and other material; its trading position, product costs and product pricing policies; its market and market shares; its customer details and customer account information; its plans, strategies and projects (including the existence as well as the content of such plans, strategies and projects); and all such information relating to any subsidiary or holding company or any company in the group of companies.
2. In relation to the disclosure of Information by Sinan Energy (Sinan) for the purposes of investigating or evaluating any investment opportunity offered by Sinan Energy (the Purpose) the potential investor hereby undertakes:
2.1. to keep and procure that its directors, employees and agents keep in strict confidence and in safe custody all Information communicated to it by or acquired from Sinan;
2.2. not to use any Information for any reason other than the Purpose;
2.3. not to make copies of documents containing such Information, except for the Purpose;
2.4. to limit access to Information to those of its employees, agents and advisors only to the extent necessary (including its legal, accountancy and other professional advisors), who reasonably and necessarily require such information for the Purpose to inform each such employee, agent and advisor of the foregoing restrictions as to confidentiality, disclosure and use of such Information and to ensure that each such employee, agent and advisor shall observe such restrictions and, in the case of each such agent and advisor, shall procure that its employees observe such restrictions;
2.5. not (without the prior consent in writing of Sinan) to:-
2.5.1. release any press statement or issue any other publicity regarding the potential arrangements which may arise with Sinan; or
2.6. to comply fully with current Data Protection regulatory requirements.
3. The provisions of this agreement shall not apply to Information:-
3.1. which the Investor can prove was in its possession at the date of receipt or disclosure and was not acquired directly or indirectly from Sinan and must immediately notify Sinan that it does already have such information in its possession;
3.2. which at the time of disclosure by Sinan is in the public domain as evidenced by electronic or printed publication or otherwise which must be provided to Sinan;
3.3. which after its disclosure by Sinan becomes part of the public domain by publication or otherwise (except by reason of neglect or default by the Investor);
3.4. which the receiving party obtains from a third party with good legal title thereto.
3.5. which is required to be disclosed by any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body subject to such requirement of any order of any court being disclosed to Sinan upon receipt or notice of such order.
4. The Investor acknowledges that any information disclosed to a subsidiary or parent company shall be deemed to be information disclosed to that party, and accordingly it shall procure compliance with the provisions of this agreement and such subsidiary or parent company will be bound as if it was a party to this agreement
5. The Investor further agrees not to circumvent Sinan and shall abide by business principles regarding non-circumvention. The Investor shall not in any way whatsoever circumvent or attempt to circumvent Sinan by entering into any negotiation or dealing with business contacts, clients, potential clients, associates or partners of Sinan with whom it might have become acquainted in the course of the implementation of this Agreement, without the written consent of Sinan.
6. The Investor acknowledges and agrees that it shall not acquire by implication or otherwise any right in or title to or licence in respect of the information communicated or acquired from Sinan.
7. This agreement shall subsist from the date of this agreement and continue during the entire course of its business and trading relationship with Sinan and shall continue for a period of twelve months after the business or trading relationship is terminated or ends whereupon it shall automatically terminate unless renewed by mutual consent in writing.
8. Should there be no business or trading relationship with Sinan then this agreement shall subsist for a period of twelve months from the date of submissiom.
9. On termination of this agreement or at any time on receipt of a written request from Sinan the Investor shall return to Sinan all Information received in whatever form that is capable of return and all copies thereof or otherwise destroy and certify the destruction of such Information. All electronic and digital copies must also be deleted.
10. No failure or delay by Sinan in exercising any right power or privilege under this agreement shall operate as a waiver nor shall any single or partial exercise preclude any further exercise of any right, power or privilege under this agreement or otherwise.
11. The construction, validity and performance of this agreement shall be governed by the Delaware General Corporation Law and the Investor agrees to accept the Jurisdiction of the Delaware courts.
12. The Investor acknowledge that some or all of the Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing and undertake not to use any Confidential Information for any unlawful purpose.
13. The Investor agrees that money damages may not be a sufficient remedy for any breach of this Agreement, and that in addition to any other remedies (which may include money damages) available either in law or in equity, the remedies of specific performance and injunctive or other equitable relief may be available as a remedy for any breach of this Agreement.