CONFIDENTIALITY UNDERTAKING AGREEMENT
This agreement (hereinafter called the “Agreement”) is executed on 28 December, 2022 by and
between;
(a) KASIKORNBANK PUBLIC COMPANY LIMITED, a public company incorporated and
existing under the laws of Thailand with its registered office at 400/22 Phahon Yothin Road,
Sam Sen Nai Sub-district, Phaya Thai District, Bangkok, Thailand 10400
((a) above, hereinafter collectively called the “Receiving Party”)
(b) Net Zero Carbon Co., Ltd., a company incorporated and existing under the laws of Thailand
with its registered office at 33 Soi Soonvijai 4, Bangkapi Huaykwang, Bangkok 10310,
Thailand
(c) WAVE BCG Co., Ltd., a company incorporated and existing under the laws of Thailand
with its registered office at Maleenont Tower, 15th Floor, No.3199, Rama IV Road, Klong
Ton, Klong Toey, Bangkok
((a), (b) and (c) above, hereinafter collectively called the “Parties”, and the “Party” referred to
each of the Parties).
AND WHEREAS;
a. The Parties are in the process of mutual discussion for the objective of a potential
cooperation for carbon credit business (hereinafter called the “Project”);
b. For the accomplishment of the Project, the Party may receive any information (whether in
relation to the name of the investment port, the type of the business, the amount and/or proportion of the
Parties investment and/or other specific information) which shall be disclosed by the disclosing Party
whether in whatsoever form, including in the form of hard copy or download on a computer or diskette
(hereinafter called the “Material”). The Material is a significant intellectual property of the disclosing
Party and strictly confidential.
Pursuant to the above-mentioned, the Party hereby agrees and undertakes to treat the Material;
which has been delivered to the receiving Party by the disclosing Party and the receiving Party has
received and has kept it in the possession of the receiving Party; as the confidential information.
NOW, THEREFORE, the Parties hereby agree as follows;
Article 1: Confidentiality Undertaking
1.1 From 28 December 2022 until 28 December 2023, the receiving Party shall maintain and
treat all the Material as confidential and the receiving Party undertakes:
(a) not to disclose print-out of the Material to any third party other than the
Authorized Persons (as hereinafter defined in Article 2.1); and
(b) not to use the Material for any other purposes which is not within the extent of
the Project.
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1.2 The receiving Party undertakes to keep the Material, at all times, in a place inaccessible
to unauthorized persons, to use it with care and to comply with the following restrictions herein
contained.
Article 2: Authorized Disclosure
2.1 The receiving Party undertakes not to disclose or to transmit the Material in the receiving
Party’s possession or copies thereof, even temporarily, to any third party. The receiving Party is able to
disclose the information which impart of the Material to its relevant employees or agents, or relating
professional advisor to accomplish the Project (hereinafter called the “Authorized Persons”), provided
that (a) such information so disseminated is restricted on a need-to-know basis; (b) those Authorized
Persons who assist the receiving Party in the Project agree to assume all rights and obligations hereunder
as if they were a party hereto; and (c) the receiving Party will be liable to the disclosing Party for any acts
or omission of the Authorized Persons, as if such acts or omissions are the acts or omissions of the
receiving Party hereunder.
2.2 In case it is required by law or competent judicial or other authority to disclose the
Material, the receiving Party shall, to the extent permitted by law and to the extent the receiving Party
shall not be subject to any penalty that may be imposed by the relevant authorities due to the delayed
response to such authority, inform the disclosing Party without delay of such requirement before
disclosing any Material so that the disclosing Party can seek an appropriate protective measure.
2.3 For the purpose of this Agreement, the Material shall not include any information which
at the time of disclosure or acquisition (a) was already in the possession of the receiving Party; (b)
becomes generally available to the public other than as a result of unauthorized disclosure by the
receiving Party; (c) is rightfully disclosed to the receiving Party by a third party who has no obligation of
confidentiality to the disclosing Party; or (d) is independently developed by the receiving Party.
Article 3: Liability
In the event of any breach hereof, the disclosing Party shall be entitled to make its injunction to
the receiving Party for relief any damages or any expenditures which the disclosing Party has suffered.
Article 4: Miscellaneous
4.1 Nothing in this Agreement shall be deemed to grant a license with respect to the Material.
4.2 All additions, amendments, waivers or modifications to this Agreement must be made in
writing and signed by the Parties or, in the case of a waiver, the waiving Party.
4.3 In case any provision of this Agreement is determined by a governmental authority of
competent jurisdiction to be invalid or unenforceable for any reason, the validity or enforceability of the
remaining provisions of this Agreement, or any portion or application thereof, shall not be affected by the
invalidity or unenforceability of such provision, and any invalid or unenforceable provision shall be
deemed severable from the remaining of this Agreement. In such an event, the Parties shall use their best
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efforts to negotiate for an equitable adjustment to this Agreement with a view towards accomplishment of
the original purpose and intent of this Agreement.
4.4 The receiving Party shall, as soon as practicable, return all the Material upon the
disclosing Party’s request or upon the termination hereof. The receiving Party shall cease having any
access to the Material as well as shall terminate to apply or utilize the Material at the time of termination
hereof.
Notwithstanding the foregoing, the receiving Party and its representatives may retain
copies of the Material to the extent that such retention is required to demonstrate compliance with
applicable law, regulation or professional standards, or to comply with a bona fide document retention
policy, provided however that such information so retained shall be held in compliance with the terms of
this Agreement.
4.5 This Agreement shall be governed by, and construed in accordance with, the laws of
Thailand.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date month
year herein above set forth.
For and on behalf of
KASIKORNBANK PUBLIC COMPANY LIMITED
Signed ___________________________________ the Party
(By )
For and on behalf of
Net Zero Carbon Co., Ltd.
Signed ___________________________________ the Party
(By )
For and on behalf of
WAVE BCG Co., Ltd.
Signed ___________________________________ the Party
(By )
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