CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT is effective on February 29,2016 by and between:
(A) Sriboon Printing Industry (1988) Co.,Ltd.a [company] duly organized and validly
existing under the laws of Thailand, whose registered head office is located at 3019,3021
Moo 10, Sukhumvit 107 Road, Samrong-Nua, Muang, Samutprakarn,10270 Thailand
(the “Other Party”’)
(B) Mead Johnson Nutrition (Thailand) Limited, a corporation duly organized and validly
existing under the laws of Thailand, whose principal place of business is located at 14th
Fl., Exchange Tower, 388, Sukhumvit Road, Klongtoey, Bangkok 10110, Thailand.
Individually a “Party” and collectively the “Parties”.
WHEREAS
1. “Confidential Information” for the purposes of this Agreement shall mean any and all
information (subject to the exceptions listed in Clause 4) that is exchanged between the
parties and shall include, but not be limited to, promotional and marketing programs,
business plans, product specifications, manufacturing processes and operations,
compositions, formulations, formulation techniques, analytical methodology, safety and
efficacy data, testing data, future market and product plans, marketing and financial data,
know-how, trade secrets, ideas and other information of a technical, scientific, or
economic nature.
2. Confidential Information shall include the fact that the parties entered into this
Agreement.
3. Each of the parties agrees that it shall not make use of, disseminate, or in any way
disclose any Confidential Information of the disclosing party to any person, firm or
business, except for use in evaluating and negotiating the proposed business between
MJN and Other Party in connection with which the Confidential Information has been
disclosed. Each of the parties agrees that it shall treat all Confidential Information of
the disclosing party with the same degree of care as it accords its own Confidential
Information. If either party is not an individual, such party agrees that it shall disclose
Confidential Information of the disclosing party only to those employees and agents
who need to know such information and who have in writing agreed to the terms
hereunder.
4. The obligation of confidentiality and limited use shall not apply to Confidential
Information that:
(a) is in the public domain at the time or after the disclosure, except by breach of this
Agreement by the receiving party; or
(b) the receiving party can establish by reasonable proof that it was in its possession
at the time of disclosure by the disclosing party; or
(c) the receiving party receives from a third party who has a right to disclose it to that
receiving party; or
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(d) is required to be disclosed by applicable law or regulation or order of a court of
competent jurisdiction or government department or agency or other regulatory
authority. Provided however, in such a case, such disclosure is to be limited to
the minimum necessary to comply with such disclosure obligations and the
receiving party will provide the disclosing party with prompt written notice so that
the disclosing party may seek a protective order or other appropriate remedy;
(e) the disclosing party has agreed in writing not to treat as confidential information.
5. As additional consideration for the promises of MJN under this Agreement, Other Party
assigns and agrees to assign to MJN all rights, title and interest to any inventions,
designs, and any and all other items and/or materials Other Party develops at MJN’
request or pursuant to this Agreement, unless the parties expressly agree otherwise in
writing after the date of this Agreement.
6. If either party breaches this Agreement, the non-breaching party is acknowledged to be
likely to suffer irreparable harm and therefore shall be entitled to injunctive relief in
addition to any other remedy that it might otherwise have.
7. Either party may terminate the discussions without prior notice, for any reason, at any
time, and without liability or restriction, other than the obligations of confidentiality and
non-use and the obligation to return or destroy the disclosed Confidential Information
provided for herein.
8. Upon conclusion of the discussions contemplated hereunder, unless otherwise agreed by
the parties in writing, all written, graphic, documents or other things containing any
Confidential Information, together with all copies thereof, shall be returned to the
disclosing party or destroyed, provided, however, that one (1) copy may be retained in
the receiving party’s files for archival purposes as a means of determining any continuing
obligations under this Agreement.
9. This Agreement shall govern all communications between the parties that are made
during the period from the effective date of the Agreement to the date on which either
party receives from the other written notice that subsequent communications shall not be
so governed (“Termination Date”); provided, however, that the obligations of
confidentiality and non-use in Clause 3 of this Agreement shall expire five (5) years from
the Termination Date.
10. Nothing contained in this Agreement shall be construed, by implication or otherwise, as
an obligation for any party hereto to enter into any further agreement with the other, or as
a grant of a license by any party hereto to the other to use any Confidential Information
disclosed other than for discussions or evaluations relevant to the purposes of this
Agreement.
11. This Agreement constitutes the entire agreement with respect to the Confidential
Information disclosed herein and supersedes all prior or contemporaneous oral or
written agreements concerning such Confidential Information. The Agreement may
only be changed in writing signed by both parties.
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12. This Agreement is divisible and separable so that if any provision or provisions hereof
shall be held to be invalid, such holding shall not impair the remaining provisions hereof.
If any provision hereof is held to be too broad to be enforced, such provision shall be
construed to create an obligation to the full extent allowable by law.
13. This Agreement shall be governed and construed under the laws of Thailand.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be duly executed by their
duly authorized representatives.
Sriboon Printing Industry (1988) Co.,Ltd
By: ___________________________ By: ___________________________