Chapter 8 Miscellaneous
(Confidentiality)
Article 31 ● and SSC shall not disclose or leak any technical information, trade secret, and information about the business of the other party (hereinafter referred to as the “Confidential Information”) mutually learnt, based on the Basic Agreement and Individual Agreements, and ensure that their employees comply thoroughly with such confidentiality obligation. However, any information for which it is possible to verify that such information is subject to any of the following items, such information shall not be treated as Confidential Information:
① Information already held when the information was disclosed to ● or SSC from the other party.
② Information already publicly known or in the public domain when the information was disclosed to ● or SSC from the other party.
③ Information that becomes publicly known or in the public domain not due to reasons attributable to the receiving party after the information was disclosed to ● or SSC by the other party.
④ Information that is independently developed without relevant to the information disclosed after the information was disclosed to ● or SSC by the other party.
⑤ Information that ● or SSC has obtained from a third party with legitimate authorization without bearing the confidentiality obligation.
(Notice obligation)
Article 32 If ●or SSC is subject to any of the following items, it shall promptly notify the other party thereof.
① If it is subject to any item in Article 28, paragraph 1.
② If it has transferred or accepted the transfer of business related to the transactions.
③ If there is a possibility that a delivery date will not be observed due to an abnormality in quality, labor dispute, etc.
④ If there is an important change regarding the transactions, such as a change of trade name, representative, or location of the head office.
(Compensation for damages due to violation of the Agreement)
Article 33 If ● or SSC damages the other party due to a violation of the Basic Agreement or any Individual Agreement, it shall compensate such damages to the other party.
(Prohibition to transfer the rights and succession of obligations)
Article 34 ● and SSC shall not transfer the rights and obligations arising in relation to the Basic Agreement and any Individual Agreement, have a third party succeed to them, or provide a third party with them as security, without receiving prior written approval from the other party.
(Prohibition of use other than for the intended purpose)
Article 35 If ● and SSC have the confidential Information of the other party, or techniques or joint development technology provided by the other party, and such information and technology are used for a purpose other than performance of the Basic Agreement and Individual Agreements, it is necessary to obtain prior written approval from the other party.
(Remaining obligations)
Article 36 ● and SSC shall bear the obligations in the following items even after expiry of the term or cancellation of the Basic Agreement and Individual Agreements.
① Business related to Article 18 (Warranty against defects).
② Business related to Article 19 (Product liability).
③ Business related to Article 26 (Intellectual property rights).
④ Business related to Article 27 (Rights of a third party).
⑤ Business related to Article 31 (Confidentiality).
(Exclusion of anti-social forces)
Article 37 1. ● and SSC may cancel the Basic Agreement and Individual Agreements without any notice if the other party, its representatives, responsible persons, or a person who substantially has a management right, is subject to any of the following:
① If it is recognized that they belong to an organized crime syndicate, are members of an organized crime syndicate, semi-regular members of an organized crime syndicate, persons related to an organized crime syndicate, or corporate racketeers, or other anti-social forces (hereinafter collectively referred to as the “Anti-social Forces")
② If Anti-social Forces are substantially involved in the management.
③ If it is recognized that they are utilizing Anti-social Forces.
④ If it is recognized that they provide Anti-social Forces with funds or they are involved with Anti-social Forces, such as by provision of any convenience.
⑤ If they have a relationship with Anti-social Forces that are socially criticized.
⑥ If they resort to fraudulent means, violence, or use intimidating language against ● or SSC, or parties related thereto directly or through third parties.
2. If ● or SSC cancels the Basic Agreement and Individual Agreements according to the preceding paragraph, and the other party suffers damages, it shall not have any responsibility to compensate such damages or indemnify the other party, and if it suffers damages due to such cancellation, it may request the other party to pay compensation for damages.
(Force majeure indemnification)
Article 38 ● or SSC shall not be responsible to compensate any damages if the other party suffers damages due to events not attributable to it, such as natural disaster, war, riot, insurrection, enactment, revision, or abolition of laws and regulations, order or disposition by public authorities, labor dispute, accident by transportation means, or an accident during storage by warehouse companies, accident of communication lines, or the default of a supplier. However, this shall not apply to monetary obligations.
(Effective term)
Article 39 1. The effective term of the Basic Agreement shall be from to . Unless ● or SSC submits a written offer to change or cancel at least three (3) months prior to expiry of the term of the Basic Agreement, this Basic Agreement shall be renewed for an additional one (1) year under the same conditions as those in the Basic Agreement, and the same shall apply thereafter.
2. With respect to any Individual Agreements that survive after expiry of the term of the Basic Agreement, or after early termination of the Basic Agreement pursuant to Article 29, paragraph 1, the terms of this Basic Agreement shall apply during the term of the relevant Individual Agreement.
(Exclusive jurisdiction)
Article 40 Both parties agree that the court with jurisdiction over the location of the head office of the defendant shall have the exclusive jurisdiction over litigation related to the Basic Agreement and any Individual Agreement as the first instance.
(Matters to be discussed)
Article 41 If a doubt arises about the provisions of the Basic Agreement and any Individual Agreement, or there is an item not stipulated in the Basic Agreement and any Individual Agreement, such matter shall be resolved by discussion between ● and SSC.
IN Witness Whereof, two (2) copies of this Agreement shall be prepared and upon signing and affixing their seals, each party shall keep one (1) copy thereof respectively.
The governing law shall be the law of Thailand.
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SSC