8.1 The receiving Party undertakes that it shall hold all Confidential Information received in strict confidence, and shall not use, disclose, copy, reproduce or otherwise distribute any Confidential Information for any purpose other than a purpose related to or in connection with this Agreement, unless it has obtained the prior written consent of the disclosing Party (which consent may be withheld in the disclosing Party’s absolute discretion).
8.2 The receiving Party shall exercise at least the same degree of care in protecting Confidential Information as it does for its own confidential information (but in no event less than a reasonable degree of care), including (but not limited to) protecting the Confidential Information against theft, damage, loss and unauthorised access (including access by electronic means).
8.3 The receiving Party may disclose Confidential Information to the extent it is required to disclose by applicable Laws, regulations, or any competent governmental or regulatory authority with jurisdiction over the receiving Party (including, without limitation, any securities exchange), provided that, to the extent reasonably practicable, the receiving Party shall:
(a) promptly notify the disclosing Party prior to making any such disclosure;
(b) (if so requested by the disclosing Party and at the disclosing Party’s expense) co-operate with the disclosing Party to resist or limit the scope of disclosure;
(c) only disclose Confidential Information to the extent required (including, to the extent permissible, redacting non-essential information in the materials that are being provided for disclosure); and
(d) obtain assurance that confidential treatment will be accorded to such Confidential Information.
8.4 Upon written request by or on behalf of the disclosing Party, the receiving Party shall promptly return (without keeping any copies), (where such return is not reasonably practicable) destroy or expunge all documents and devices containing Confidential Information provided (or otherwise made available) to it by or on behalf of the disclosing Party and, if so requested by or on behalf of the disclosing Party, deliver to the disclosing Party a certificate signed by an authorised officer of the receiving Party confirming that the obligations set out in this clause 8.4 have been complied with.
8.5 Clause 8.4 shall not apply to the extent that the receiving Party is required to retain a copy of such Confidential Information by any applicable laws, regulations, or by any competent governmental, judicial, supervisory or regulatory body.
8.6 Each Party acknowledges and agrees that:
(a) a person with rights under this Agreement may be irreparably harmed by any breach of its terms, and that damages alone may not necessarily be an adequate remedy;
(b) without affecting any other rights or remedies if a breach of the terms of this Agreement occurs of is threatened, the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, may be available; and
(c) it waives any rights it may have to oppose any remedy that is sought in relation to any threatened or actual breach of the terms of this Agreement on the grounds that damages would be an adequate alternative.
8.7 The Parties acknowledge that the undertakings in this clause 8 are given for the benefit of those Affiliates of either Party who (whether directly or indirectly) provides (or otherwise makes available) Confidential Information to the other Party pursuant to the terms of this Agreement, or to whom any Confidential Information relates (whether directly or indirectly) (each an “Affected Affiliate”), each of whom may (with the prior written consent of the disclosing Party of that Confidential Information) enforce the terms of this Agreement against the other Party under the Contracts (Rights of Third Parties) Act 2001 of Singapore.
8.8 This clause 8 shall survive the termination or expiry of this Agreement, or the consummation of the transaction(s) contemplated under this Agreement.
