4. Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into between:

  1. Parties
    • Disclosing Party: Better World Makers Network Pte. Ltd. (Company Registration No. 201107250N), a Singapore-based entity, including its affiliates directly involved in Network projects ("Network").
    • Receiving Party: You, the undersigned individual, including any entity or team you legally represent ("You").
    • Collectively, the Disclosing Party and Receiving Party are the "Parties."

Definitions

  • Confidential Information: Any non-public data, materials, or knowledge disclosed by the Network to You relating to its operations, projects, or members, including but not limited to business plans, technical details, and member contributions, whether disclosed before, on, or after the Effective Date.
  • Effective Date: The date You join the Network as a member by accepting terms and conditions for the membership. 
  • Territory: Singapore, the Network’s headquarters jurisdiction.

1. Purpose

1.1 This Agreement protects Confidential Information shared during Your membership in the Network, enabling ethical collaboration aligned with the Network’s Vision, Mission, and Values.

2. Obligations of the Receiving Party

2.1 Confidentiality: You agree to:

  • Keep Confidential Information strictly private, using at least the same care as You apply to Your own sensitive data (e.g., passwords, personal records).
  • Not share it with any third party without the Network’s prior written consent.
  • Use it solely to participate in or evaluate Network projects, not for personal gain or external purposes.
  • Not copy, modify, or reverse-engineer it without permission.

2.2 Team Compliance: If You share Confidential Information with Your employees, agents, or subcontractors for Network purposes, You must ensure they sign an NDA with terms matching this Agreement.

3. Exceptions to Confidentiality

3.1 You are not bound to protect information that:

  • Becomes publicly known through no fault of Yours (e.g., via lawful publication).
  • You can prove You knew or possessed before disclosure, documented in writing (unless illegally obtained).
  • A third party legally shares with You without breaching any duty to the Network.
  • You independently develop without using Network information, evidenced by records.

3.2 Legal Disclosure: If law or a court order requires disclosure, You must:

  • Notify the Network promptly in writing (unless legally prohibited).
  • Use reasonable efforts to limit disclosure and assist the Network in seeking a protective order.

4. Duration and Return of Information

4.1 Confidentiality Period: Your obligations last for five (5) years from the date of each disclosure, unless terminated earlier per Section 6.
4.2 Return or Destruction: At the Network’s written request, You will:

  • Return all tangible Confidential Information (e.g., documents, drives) within 14 days.
  • Destroy intangible copies (e.g., digital files) and confirm destruction in writing, except where retention is legally required.

5. Rights and Disclaimers

5.1 No Obligation: The Network isn’t required to share Confidential Information or pursue any project with You.
5.2 No License: This Agreement grants no ownership or usage rights to Confidential Information beyond evaluation purposes.
5.3 No Warranty: The Network provides Confidential Information "as is," with no guarantee of accuracy or completeness. You rely on it at Your own risk, making Your own assessments.

6. Termination

6.1 This Agreement ends:

  • Upon mutual written consent; or
  • If Your Network membership terminates, per the Network’s Terms and Conditions.
    6.2 Post-termination, confidentiality obligations survive for five (5) years from the last disclosure.

7. Remedies

7.1 Breach: If You misuse Confidential Information, the Network may seek:

  • Injunctive relief to stop further breaches; and
  • Monetary damages for losses caused, subject to legal proof.
    7.2 You acknowledge that breaches may cause irreparable harm to the Network’s mission and members.

8. General Provisions

8.1 Governing Law: This Agreement is governed by Singapore law.
8.2 Dispute Resolution: Disputes will be resolved per the Network’s arbitration process (see Terms and Conditions), with escalation to Singapore courts if needed. Jurisdiction is exclusive to Singapore courts.
8.3 No Waiver: Delays in enforcing rights don’t waive them.
8.4 Severability: If any clause is invalid, the rest remains enforceable.
8.5 No Assignment: You may not transfer this Agreement without Network consent.
8.6 Entire Agreement: This replaces all prior discussions on confidentiality, amendable only in writing by both Parties.
8.7 Liability Limit: The Network, its directors, employees, or agents aren’t liable for Your use of Confidential Information, except for fraudulent misrepresentation.