爱华网CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT, dated _________ __ , ____,between Kazakhstan-China Pipeline Limited Liability Partnership, alimited liability partnership organized and existing under the lawsof Kazakhstan (the "Disclosing Party") and_______________________________________, an[________________________________________________] (“Bank”).
1.In connection with the possible financing by Bank of the DisclosingParty’s construction of the Kenkiyak - Kumkol pipeline in theRepublic of Kazakhstan (the “Project”), the Disclosing Party iswilling, in accordance with the terms and conditions of thisAgreement, to disclose to Bank certain confidential and/orproprietary information relating to the Project which includes, butis not necessarily limited to, geological and geophysical data,maps, models and interpretations and may also include commercial,contractual and financial information, which the Disclosing Partywill mark as "confidential," all as more fully described in Exhibit"A" hereto (the "Confidential Information").
2.In consideration of the disclosure referred to in Paragraph 1above, Bank agrees to keep the Confidential Information strictlyconfidential and not to sell, trade, publish or otherwise disclosethe Confidential Information to anyone in any manner whatsoever,including by means of photocopy or reproduction, without theDisclosing Party's prior written consent, except as provided inParagraphs 3 and 4 below.
3.Bank may disclose the Confidential Information without theDisclosing Party's prior written consent only to the extent suchinformation:
(a)is already in possession of the public or becomes available to thepublic through no breach of this Agreement by Bank;
(b)is required to be disclosed under applicable law or by agovernmental order, decree, regulation or rule (provided that Bankshall give written notice to the Disclosing Party prior to suchdisclosure to the extent reasonably practicable); or
(c)is obtained or received by Bank independently from a third partywhich to Bank’s knowledge is under no obligation of confidentialityto the Disclosing Party.
4.Bank may also disclose the Confidential Information without theDisclosing Party's prior written consent to such of the followingpersons who have a need to know in order to evaluate theConfidential Information and the Project:
(a)employees, officers and directors of Bank;
(b)any professional consultant or agent retained by Bank for thepurpose of evaluating the Confidential Information;
(c)any financial institution considering a participation in afinancing by Bank for the benefit of the Disclosing Party,including any professional consultant retained by such financialinstitution for the purpose of evaluating the ConfidentialInformation;
(d)if it is contemplated that a proposed financing will include theissuance of securities, any rating agency which may potentiallyassign a rating to such securities.
Prior to making any such disclosures to persons under subparagraphs(b), (c) and (d) above, however, Bank shall obtain an undertakingof confidentiality, in the same form and content as this Agreement,from each such person.
5.Bank shall only use or permit the use of the ConfidentialInformation disclosed under Paragraph 4 above to evaluate theProject and determine whether to enter into negotiations concerninga financing for the benefit of the Disclosing Party’s operationsunder the Project.
6.Bank shall be responsible for obtaining a written undertaking ofconfidentiality from persons to whom the Confidential Informationis disclosed under this Agreement, to the extent required underParagraph 4 above, and shall not disclose or divulge the same toany unauthorized person. Neither Party shall beliable in an action initiated by one against the other for special,indirect or consequential damages resulting from or arising out ofthis Agreement, including, without limitation, loss of profit orbusiness interruptions, however same may be caused.
7.The Confidential Information shall remain the property of theDisclosing Party, and the Disclosing Party may demand the returnthereof at any time upon giving written notice toBank. Within 30 days of receipt of such notice,Bank shall return all of the original Confidential Information andshall destroy or cause to be destroyed all copies and reproductions(both written and electronic) in its possession and in thepossession of persons to whom it was disclosed pursuant toParagraph 4 hereof.
8.If Bank elects to provide financing for the benefit of theDisclosing Party, then this Agreement shall terminate automaticallyon the date Bank enters into a further agreement which containsprovisions covering the confidentiality of data in theProject. Unless earlier terminated under thepreceding sentence, the confidentiality obligations set forth inthis Agreement shall terminate [one year] [two years] [three years][other period] after the date of this Agreement.
9.The Disclosing Party hereby represents and warrants that it has theright and authority to disclose the Confidential Information toBank. The Disclosing Party, however, makes norepresentations or warranties, express or implied, as to thequality, accuracy and completeness of the Confidential Informationdisclosed hereunder, and Bank expressly acknowledges the inherentrisk of error in the acquisition, processing and interpretation ofsuch Confidential Information. The Disclosing Party, its affiliatedentities, and its and their officers, directors and employees shallhave no liability whatsoever with respect to the use of or relianceupon the Confidential Information by Bank.
10.This Agreement shall be governed by and interpreted in accordancewith the laws of [New York] [England] [Republic ofKazakhstan[1]].
11.Nothing contained herein is intended to confer upon Bank any rightwhatsoever to the Disclosing Party's interest in the Project.
12.No amendments, changes or modifications to this Agreement shall bevalid except if the same are in writing and signed by a dulyauthorized representative of each of the Parties hereto.
13.This Agreement comprises the full and complete agreement of theParties hereto with respect to the disclosure of the ConfidentialInformation and supersedes and cancels all prior communications,understandings and agreements between the Parties hereto, whetherwritten or oral, expressed or implied.
IN WITNESS WHEREOF, the duly authorized representatives of theParties have caused this Agreement to be executed on the date firstwritten above.
Kazakhstan-China Pipeline Limited LiabilityPartnership
_______________________ Mr. Tokbayev B.M. General director | _______________________ Mr. Zhang Chengwu First Deputy General Director |
(BANK)
By: __________________________________
Title: _________________________________
EXHIBIT "A"
TO CONFIDENTIALITY AGREEMENT
LIST OF INFORMATION/MATERIAL TO BE STAMPED"CONFIDENTIAL" AND PROVIDED UNDER CONFIDENTIALITY AGREEMENT
[The following items are by way of exampleonly. List actual items provided]
1.[Summary] for the Area containing the following information:
_______________________________________________________
_______________________________________________________
_______________________________________________________]
2.[[Data Package] for the Area containing the followinginformation:
_______________________________________________________
_______________________________________________________
_______________________________________________________]
[1] For Kazakhstan banks.
