THALES DIS SOUTH EAST ASIA & INDIAN SUB-CONTINENT NDA - BILATERAL – ENGLISH

CONFIDENTIAL 2021

NON-DISCLOSURE AGREEMENT
This Agreement (hereinafter referred to as the “Agreement”) is entered into by and between:
[TRI NAM GROUP JOINT STOCK COMPANY], a [COMPANY] incorporated and organized under the laws of [VIET
NAM], registered under company number [0103967021], having its registered office at [4 Floors, 94 Nguyen Khanh
oan, Cau Giay District, Ha Noi, Viet Nam]
[THALES DIS (SINGAPORE) PTE LTD], a [COMPANY] incorporated and organized under the laws of
[SINGAPORE], registered under company number [198904921D], having its registered office at [12 AYER RAJAH
CRESCENT, SINGAPORE 139941].
(hereinafter individually referred to as a “Party” and collectively as "Parties").

BACKGROUND
The Parties wish to pursue exploratory discussions relating to a potential co-operation between themselves in relation to
[Vietnam Ministry of Public Security [Forensic] – Automated Fingerprint/Biometric Identification System
{AFIS/ABIS} including but not limited to equipment, software and related components], (hereinafter referred to
as the "Purpose"). During the course of discussions, it may become desirable or necessary for the Parties to disclose to
each other certain technical or business information of a proprietary or confidential nature. The Parties are willing to
exchange Proprietary Information (as defined below) subject to the terms and conditions of this Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Proprietary Information. The term "Proprietary Information" shall mean any proprietary and/or confidential
information or data disclosed by either Party to the other, pursuant to this Agreement, in whatever form either in writing
or in machine-readable form or orally, subject to the conditions set forth in this Agreement, and including without
limitation any written or printed documents, samples, models, specifications, plans, object/source codes,
applications, trademarks, trade names and trade secrets, whether or not the same are or may be patented,
registered, pending registration, or otherwise publicly protected or any information or data disclosed through any
means that the Parties may elect to use during the term of this Agreement.
2. Affiliates. Both Parties agree that Proprietary Information disclosed by an Affiliate to a Party or by a Party to an Affiliate
will be governed by this Agreement, and that the receiving Party is permitted to disclose Proprietary Information to any
of its Affiliates who have a reasonable need for such information for the purpose of this Agreement. The Parties shall
ensure that such Affiliates comply with this Agreement and will remain liable for any breach of this Agreement arising
from any of their Affiliates. “Affiliate” shall mean an entity which, directly or indirectly, controls, is controlled by, or is
under the common control with a Party. For the purpose of this definition, “control” means the direct or indirect
possession of at least half (50%) of the voting securities of any company or the power to direct or influence the
direction of the management or policies of a legal entity through the ownership of voting securities or voting interest
or otherwise.
3. No Commitment to Disclose or to Enter into any further Contractual Relationship. Nothing in this Agreement
may be construed as compelling either Party to disclose any Proprietary Information to the other, or to enter into any
further contractual relationship.
4. Confidentiality Obligations of the Receiving Party. The receiving Party agrees that, any Proprietary Information
received from the disclosing Party shall:
(a) be protected and kept in strict confidence by the receiving Party, which must use the same degree of precaution
and safeguards as it uses to protect its own Proprietary Information of like importance, but in no case any less than
reasonable care;
(b) be only disclosed to those Representatives who have a need to know the content of the Proprietary Information
solely for the Purpose specified in this Agreement. “Representatives” means employees, directors, officers, and
professional advisers and Affiliates, and the employees, directors, officers and professional advisers of such
Affiliates;
(c) not be used in whole or in part for any purpose other than the Purpose of this Agreement without the prior written
consent of the disclosing Party; and
(d) neither be copied, nor otherwise reproduced nor duplicated in whole or in part, except where such copying,
reproduction or duplication have been specifically authorized in writing by the disclosing Party or are considered as
necessary to accomplish the Purpose of this Agreement.
Notwithstanding the foregoing, the receiving Party may make disclosures of Proprietary Information to the extent that
such disclosures are required by law (e.g. court order or other legal or administrative directive), subject to the receiving
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CONFIDENTIAL 2021

Party providing the disclosing Party with prompt written notice (where legally permissible) of the requirement for
disclosure. In the event such disclosure is required, the receiving Party will only disclose Proprietary Information
necessary to discharge the legal requirement and will use reasonable endeavors to ensure the confidentiality of the
Propriety Information is maintained as a result of the disclosure.
5. Equitable Relief. Each Party hereby acknowledges that unauthorized disclosure or use of Confidential Information
of the other Party could cause irreparable harm and significant injury to the other Party, which may be difficult or
impossible to quantify. Accordingly, the Disclosing Party shall, in any jurisdiction (notwithstanding Section 16 of
this Agreement), have the right to seek and obtain immediate injunctive relief or specific performance as a remedy
for any breach or threatened breach of this Agreement, in addition to any other rights and remedies available at law
or in equity.
6. Information not to be treated as Confidential Information. The receiving Party shall have no obligation or restriction
with respect to any Proprietary Information which the receiving Party can prove:
(a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act
of, or breach of, this Agreement by the receiving Party; or
(b) is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party;
or
(c) has been lawfully received from a third party without restrictions or breach of this Agreement; or
(d) is independently developed in good faith by employees of the receiving Party without use of or reference to the
Proprietary Information; or
(e) is approved for release or use without restrictions by written authorization of the disclosing Party; or
7. Return or Destruction of Proprietary Information. Any Proprietary Information and copies thereof disclosed by
either Party to the other shall be returned or destroyed by the receiving Party immediately upon written request by the
disclosing Party.
8. Representatives having access to Proprietary Information. The Parties shall each be held fully liable for the acts
and omissions of its Representatives.
9. Protection of Personal Data. “Applicable Data Protection Legislation” means any data protection regulation that
may apply in the context of this Agreement. “Data Processing” means any operation performed on personal data such
as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use,
disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure
or destruction.
In the context of this Agreement, as soon as either Party carries out any Data Processing of the other Party’s personnel
contact details, the Parties shall conduct such Data Processing only for administrative management purposes. As
such, each Party undertakes to comply with the Applicable Data Protection Legislation as may be applicable.

10.Compliance with Export Control Law. The Parties agree that the exchanges under this Agreement may be subject
to the export control regulations of the relevant national authorities and such exchanges shall be subject to, and be
effected only in compliance with, any applicable export control rules and regulations and any authorizations granted
thereunder.
The Parties represent that the disclosure of Proprietary Information by and between themselves is not contrary to the
laws and regulations of their respective countries.
11.Proprietary Information Ownership. The entire property in Proprietary Information shall, subject to any right of any
other owner, rest with the disclosing Party.
It is expressly understood and agreed by the Parties that the disclosure and provision of Proprietary Information under
this Agreement by either Party to the other shall not be construed as granting to the receiving Party any rights whether
expressed or implied, by license or otherwise, on the matters, inventions or discoveries to which such Proprietary
Information pertains or any copyright, trademark or trade secret rights, except as expressly provided in this Agreement.
12.No Warranty. The Proprietary Information to be disclosed under the scope of this Agreement is provided “as is” and in
good faith without independent verification. Therefore, no representation or warranty, express or implied, is or will be
made by either Party as to or in relation to the accuracy or completeness of the Proprietary Information disclosed under
the scope of this Agreement or any other written or oral information which has been or may be made available to the
other Party.
13.No Liability. Neither Party shall be liable for any special, incidental, consequential or punitive damages by reason
of any alleged breach of the Agreement based on any theory of liability.

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CONFIDENTIAL 2021

14.Term, Termination and Confidentiality Period. This Agreement shall begin on the last date of signature by both
Parties (Effective Date) and shall remain valid for [12] months from the Effective Date, unless terminated earlier by
either Party at any time on a thirty (30) days’ prior written notice to the other Party. The confidentiality obligations
contained in this Agreement shall continue to be in effect for a period of five (5) years from the termination or expiration
of the Agreement.
15.Governing Law. This Agreement is governed by the laws of [Singapore].
16.Arbitration. Any dispute or claim that may arise in connection with the Agreement shall be referred to and finally
resolved by arbitration administered by the Singapore International Centre (“SIAC”) in accordance with the arbitration
rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are
deemed to be incorporated by reference in this clause.
The place of arbitration shall be Singapore.
The language to be used in the arbitral proceedings shall be English.
The arbitration proceedings shall be confidential.
17.Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject
matter hereof, and it supersedes and cancels all prior representations, negotiations, commitments, undertakings,
communications whether oral or written, acceptances, understandings and agreements between the Parties with
respect to, or in connection with, any of the matters of things to which this Agreement applies or refers. Any
modification to this Agreement must be made in writing and must be signed by an authorized representative of
each Party.
18.No Assignment. No Party shall have the right to assign to any third party any or all of its rights and obligations under
this Agreement (other than for the purposes of internal corporate reconstruction, reorganization, merger or analogous
internal proceedings) without prior written consent of the other Party, which consent shall not be unreasonably
withheld.
19.Anti-corruption and influence peddling: The Parties shall always act in accordance with the national and foreign
laws and regulations applicable to the prevention of risks of corruption and influence peddling. Whether directly or
through third parties, the Parties shall not offer or promise any gift or advantage to a person, for themselves or for
others, with the purpose that this person abuses or because this person would have made illegitimate use of its real or
supposed influence in order to obtain distinctions, jobs, contracts or any other favorable decision. The Parties shall not
solicit or accept for itself any offer, promise, gift or advantage of any kind, to make illegitimate use of their influence for
the purpose of making or obtaining any favorable decision.
20.Notices. All written notices and written communications between the Parties shall be deemed received (a) when
personally delivered by courier/messenger or by successful facsimile transmission, or (b) five (5) days after being
sent by registered or certified mail, return receipt requested, postage prepaid, or (c) when actually received if given
in any other manner. All such notices and communications shall be sent to the addresses of the Parties set forth
above, or to such other places as they may designate from time to time.
21.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original,
and the counterparts shall together constitute one and the same agreement.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized officers
or representatives.

Done in two (2) original copies.

[THALES DIS (SINGAPORE) PTE LTD] [TRI NAM GROUP JOINT STOCK COMPANY]
Name: Name: Mr Nguyen Quang Thang

Title: Title: Vice General Director

Signature: Signature:

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THALES DIS SOUTH EAST ASIA & INDIAN SUB-CONTINENT NDA - BILATERAL – ENGLISH
CONFIDENTIAL 2021

Date: Date: 28th June, 2021

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