Fight Zone FRANCHISE NDA


DATED THIS Between FIGHT ZONE FRANCHISE PTE LTD And (franchisee)

THIS NON-DISCLOSURE AGREEMENT is made between 

(1) FIGHT ZONE FRANCHISE PTE. LIMITED ("the Franchisor"). AND
(2)  


(Registered Address of Franchisee Company/Individual)

("the Franchisee").

 

WHEREAS:

(A) The Franchisor has in the course of operating the Business (defined below), developed the Method of running a Fitness Business and in the process developed and/or possesses and owns certain curriculum, trainings, me, proprietary and confidential information relating to the Business and the Method.

(B) To enable the franchisee to evaluate the Business and the Method with a possible view to signing a potential investor for The franchisee ("the Agreement"), The Franchisor is willing to disclose the Confidential Information (hereinafter defined) to The franchisee under these conditions of confidentiality.

(C) The franchisee acknowledges the desire and right of The Franchisor to preserve the confidentiality and secrecy of the Confidential Information (hereinafter defined).


NOW IN CONSIDERATION OF THE MUTUAL OBLIGATIONS HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:


DEFINITION

"Business" means the franchisor's business comprising the operation and management of a Fitness and Gym Services (type of business) and other related services.

"Confidential Information" means the following information and material which are now or at any time hereafter in the possession of The Franchisor and which relate to the Business and/or the Method and which is disclosed or made available to The franchisee whether before or after this Non-Disclosure Agreement is entered into, including without limitation:-

(a) business and marketing plans and information;

(b) franchise information;

(c) Partner and client information;

(d) financial information;

(e) market studies, know-how, trade secrets, intellectual property rights and pricing;

(f) Training, Curriculum, Service methodology;

(g) Product Supplier and Vendor information;

(h) any information which is proprietary and confidential to The Franchisor or which has been designated by The Franchisor as confidential.

“Method” means the business know-how, proprietary methodology, technical processes and operating system in operating the Business.


1. UNDERTAKINGS OF THE FRANCHISEE

1.1 The franchisee hereby agrees to keep in strictest confidence and not directly or indirectly use for itself or use on behalf of or disclose to any third party any Confidential Information. The franchisee understands and accepts that all Confidential Information disclosed pending the execution of the Agreement (if any) is strictly to be used by The franchisee for the preliminary evaluation of the Business and the Method by The franchisee and for the purpose of negotiations between The franchisee and The Franchisor with a view to reaching the Agreement ("Authorised Use"). Save for the Authorised Use and save as may be set out in the Agreement if executed, The franchisee shall not otherwise directly or indirectly use or exploit (in its original or modified form) any part of the Confidential Information, the Business, or the Method or any other methods derived from the Method, whether on its behalf or on behalf of any other party, or permit or suffer such use by any third party.

1.2 The franchisee shall keep the Confidential Information in strictest confidence and not disclose or permit or suffer the disclosure of the Confidential Information to any other party other than parties as agreed in writing by the franchisor.

1.3 Should the negotiations for the Agreement fail, The franchisee shall hand over to The Franchisor or if instructed by the franchisor, destroy all notes, drawings, copies, photographs, documents, manuals, diskettes and other materials containing any Confidential Information and/or expunge any Confidential Information from any computer, word processor or other device in the possession, custody or control of The franchisee.


2. CONFIDENTIALITY MEASURES

Without prejudice to the generality of the foregoing, in order to secure the confidentiality attaching to the Confidential Information, The franchisee shall:-

2.1 keep separate all Confidential Information and all information generated by The franchisee based thereon, from all documents and other records of The

franchisee;

2.2 not use, reproduce, transform or store any of the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever except if negotiations with The Franchisor are successful;

2.3 only allow access to the Confidential Information exclusively to parties who have reasonable need to see and use it for the purposes of its evaluation by The franchisee and shall inform each of the said parties of the confidential nature of the Confidential Information and the confidentiality obligations herein; and

2.4 ensure that each of its aforesaid parties having access to the Confidential Information comply with the terms of this Non-Disclosure Agreement, and obtain a written statement from the said parties undertaking to maintain the confidentiality of the Confidential Information, and shall take such steps as may be necessary to enforce such obligations.


3 EXCEPTIONS

The obligations set forth in Clause 1 and 2 above shall not in any way restrict or impair the right of The franchisee to disclose and use the following:

(a) Information which at the time of disclosure is in the public domain;

(b) Information which after disclosure becomes part of the public domain otherwise than through a breach of this Non-Disclosure Agreement;

(c) Information which is required to be used or disclosed by reason of any law, subsidiary legislation, or order of court provided however that prior to such use or disclosure The franchisee shall promptly notify The Franchisor of such requirements and shall use its best efforts to limit the scope of the use or disclosure; and

(d) Information legitimately received from a third party which was not subject to any similar obligation of confidentiality.


4 NO GRANT OF ANY RIGHT OR LICENCE

For the avoidance of doubt, no right or licence whatsoever, either expressed or implied, is granted by The Franchisor to The franchisee pursuant to this Non-Disclosure Agreement whether:-

(a) under any patent, patent application, copyright, design right, trademark or other proprietary rights, now or hereafter owned or controlled by the franchisor; or

(b) to use the Confidential Information or the Method, save for the Authorised Use.


5 SEVERABILITY

If for any reason any provision or part thereof of this Confidentiality Agreement is found to be unenforceable, such provision or part thereof shall be deemed to be excised from this Confidentiality Agreement and the remainder of this Confidentiality Agreement shall be enforced to the fullest extent possible.

6. INJUNCTIVE RELIEF
The Franchisee Prospect acknowledges that the Franchisor may obtain injunctive and other relief against the Franchisee Prospect for any breach or threatened breach of this Confidentiality Agreement.

7. GOVERNING LAW
The provisions of this Confidentiality Agreement shall be governed by and construed in accordance with the laws of Singapore and the parties hereby submit to the exclusive jurisdiction of the courts of the Republic of Singapore.


IN WITNESS WHEREOF, the parties have duly executed this Confidentiality Agreement as of the date set forth above.

For and on Behalf of:     

                                                                 

Name:                              

Position                                                    

 

Leave this empty:

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Signature Certificate
Document name: Fight Zone FRANCHISE NDA
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November 29, 2021 10:06 pm +08Fight Zone FRANCHISE NDA Uploaded by Ruth Teo - admin@vaniday.com IP 121.6.105.175