AGREEMENT
on confidentiality of information
Karaganda __ th of ______ 2014
This agreement on confidentiality of information (the “Agreement”) is made by and among
«SP Arbat»LLP reprented by Director General Saurambayev N.B., acting on the basis of the Charter, hereinafter referred to as the “Disclosing Party”
and
_______________________,reprented by Director _____________, acting on the basis of the Charter, hereinafter referred to as the “Receiving Party”,
hereinafter referred to as the “Parties” collectively, and the “Party” parately, by their own names or as stated above,
The Disclosing Party posss competitively valuable information marked “Confidential”when delivere
d in written and/or electronic form by the Disclosing Party to the Receiving Party the geological information regarding its business activity, past, current and future rvices and products, and having the status confidential according to special claus of legislation in force of the Republic of Kazakhstan in the sphere of environmental protection, rational and complex u of mineral resources (hereinafter referred to as the “Confidential Information”).
taking into account the intention of the Parties to cooperate and the necessity to disclo various, including сonfidential, information by the Disclosing Party to the Receiving Party in relation to such cooperation,
bearing in mind the risk of information leakage to third parties and the importance of the protection of the information from such leakage,
has made this Agreement as to the following:
Article 1
Subject of the Agreement
1.1. The Disclosing Party transfers to the Receiving Party the Confidential Information with clear and
unambiguous indication to the confidentiality of the provided information.
1.2. The Receiving Party accepts the Confidential Information and applies it for analysis of the
Disclosing Party from the view of possible investment.
1.3. The Disclosing Party grants to the Receiving Party the specified Confidential Information in
written and/or electronic form.
1.4. Transfer of the Confidential Information is executed by the Disclosing Party to the Receiving
Party by transfer of the Confidential Information on the paper or electronic carrier, and also by
any other way of transfer of the information agreed by the Parties, allowing to ensure Confidentiality of the transferred information, and also to confirm the fact of transfer of the Confidential Information by the Disclosing Party and the fact of reception of such information by the Receiving Party by signing the Dilevery and Acceptance Act for Confidential information.
1.5 The Receiving Party has the right to disclo the Confidential Information to defined members of
the group, where the Receiving Party is a member (hereinafter referred to as the “Group”) and hired consultants provided that they have been notified on confidentiality of this information which should not be disclod to third parties save as permitted in this Agreement.
Confidential Information shall not include information which:
∙is generally available to the public at the time of its disclosure to the Receiving Party;
∙becomes known to the public through no fault/action of the Receiving Party;
∙is furnished by the Disclosing Party to third parties without restriction;
∙is furnished to the Receiving Party by a third party who to the Receiving Party’s knowledge legally obtained said information and the right to its disclosure;
∙is developed independently by Receiving Party without u of or reference to the Disclosing Party’s information;
∙is already known to the relevant member of the Group; or
∙in accordance with laws of applicable jurisdiction is not considered to be confidential.
The Receiving Party may disclo Confidential Information if:
∙it is permitted for disclosure by written approval of the Disclosing Party; or
∙is subject to provision to third parties in cas provided by laws, orders, rules or regulations of applicable jurisdiction.
∙
Article 2
Obligations of the Parties
2.1. As of the date of this Agreement, the Receiving Party agrees not to disclo the Confidential
Information to third parties, which was received from the Disclosing Party, except for the cas when such disclosure is required by the laws of the Republic of Kazakhstan and not to u the information for its own benefit save for the abovementioned purpo or otherwi permitted in this Agreement.
2.2. The Receiving Party shall return or destroy to the Disclosing Party Confidential Information,
which was transferred for the purpos of rearch of the condition of the Disclosing Party and analysis of the Disclosing Party upon receipt of written request of the Disclosing Party. The Receiving Party will return all originals, copies, reproductions and summaries of Confidential Information in its control, or confirm its destruction as requested by the Disclosing Party in writing.
Article 3
Confidential Information
3.1. Confidential Information is the information which was clearly identified in writing as such upon
transferral and, therefore, is protected by this Agreement.
Article 4
Responsibilities of the Parties
4.1. All information, which the Disclosing Party disclos to the Receiving Party in any form under
the Agreement, will and remain the sole property of the Disclosing Party, and the documents and any
photocopies therefrom shall be returned to the Disclosing Party or destroyed upon its written demand.
4.2. The Receiving Party is obliged to compensate to the Disclosing Party real loss, caud as a
result of violation of conditions of u of the Confidential Information (but excluding any loss of profits and other possible loss).
Article 5
Confidentiality of the Agreement
5.1. Neither of the Parties shall disclo the existence of this Agreement without prior written connt
of the other Party unless otherwi is provided by the applicable laws of the Republic of Kazakhstan or regulations of the state bodies or the National Bank of the Republic of Kazakhstan or otherwi permitted in this Agreement.
5.2. The assignment of the rights and obligations to third parties under the Agreement is permitted
subject to prior written connt of another Party.
Article 6
Applicable Law
6.1. This Agreement shall be construed and interpreted in accordance with the effective laws of the
Republic of Kazakhstan.
6.2. The Parties have agreed to consider all disputes (disagreements) arising in connection and
concerning the prent Agreement in courts of the general jurisdiction of the Republic of Kazakhstan, or at the choice of the Disclosing Party - in courts of the general jurisdiction of the Republic of Kazakhstan or in the Kazakhstan International Arbitration according to its effective Rules.
6.3. If the Receiving Party is found liable for the disclosure of the confidential information, the
Disclosing Party shall be entitled to recover actual loss incurred due to the disclosure of the
abovementioned information (but excluding any loss of profit and other conquential loss).
Article 7
Miscellaneous
7.1. No oral rervations under this Agreement are valid. The Agreement may only be altered or
amended by a supplementary written agreement, which shall be signed by the authorid reprentatives of both Parties.
7.2. The Agreement comes into effect from the date it is signed and remains in force up to the
execution of works connected with the u of Confidential information after the date of this Agreement.
7.5. This Agreement is made in 2 (two) copies having equal legal force, in Russian and English, one
for each Party. In ca of discrepancies between the Russian and English versions of this Agreement, the Russian version shall prevail.
Article 8
Bank Details and Parties’ Signatures
Disclosing Party:
«SP Arbat» LLP
For and on behalf of the Disclosing Party:
General Director
Saurambayev Nurlan Batyrgalievich
_____________________
"___"___________ 2013 г.
Receiving Party:
For and on behalf of the Receiving Party:
Director
_____________________
"___"___________ 2013
