GAIL Global (Singapore) Pte.Ltd.
7 Temasek Boulevard
#44‐01 Suntec Tower One
Singapore – 038987
Unique Entity Number: 200411690H
Long Term Marketing of LNG by GGSPL
GAIL Global (Singapore) Pte. Ltd. (GGSPL), a wholly owned subsidiary of GAIL
(India) Ltd., is marketing up to 1 MMTPA of long term LNG volume from GAIL’s
US portfolio up to 20 year term on FOB basis with supplies starting, tentatively,
in the year 2018. Interested and credible counterparties may fill / execute our
standard Confidentiality Agreement (CA) placed at pages 2 to 7 of this note
and contact us, with scanned copy of executed CA for further discussions, at
the emails placed below immediately and in any case before close of business
at Singapore on 19th May 2014 1) krsanjay@gail.co.in
2) amit.singh@gail.co.in
*****
GAIL Global (Singapore) Pte.Ltd.
7 Temasek Boulevard
#44‐01 Suntec Tower One
Singapore – 038987
Unique Entity Number: 200411690H
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is entered into as of
…. …. ………………. by and GAIL Global (Singapore) Pte. Ltd., a company organized
under the laws of Singapore, with registered address at 100 Beach Road, # 30-00, Shaw
Tower, Singapore 189102 (“GGSPL”)
and …………………………………………., a company organized under the laws of
……………………., with registered address at ………………………………..
………………. ………… (“Company”).
GGSPL and Company are each referred to herein as a “Party” and, collectively, as the
“Parties”.
WHEREAS,
Purpose: Each Party (“Recipient”) has requested access to certain information of the other
Party (“Disclosing Party”) which may include commercial, financial or business information
of the Disclosing Party that is non-public, confidential, proprietary or sensitive in nature, in
connection with the potential transactions between the Parties related to the Parties’
evaluation and analysis of a potential LNG supply, shipping and/or trading transactions
and/or the negotiation of an LNG Sale & Purchase / Master agreement or any discussions
relating to LNG (the “Potential Transaction”); and
WHEREAS, each of GGSPL and Company agrees that the use and disclosure of such
information shall be governed by the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
obligations contained herein, the Parties agree as follows:
1. Confidential Information. This Agreement governs the handling of all information
regarding the Disclosing Party and any of its subsidiaries and affiliates, including, without
limitation, oral information which is confirmed in writing to be confidential, information
contained in documents and all other written, recorded or graphic matter provided by or on
behalf of the Disclosing Party or any such affiliated entity, or by the directors, officers,
employees, agents or other representatives thereof (including, without limitation, its
attorneys, accountants, consultants and professional advisors), to the Recipient, any of
itsExperts (as hereinafter defined) or any of its respective agents or its Representatives
(defined herein to mean its shareholders, members, partners, directors, employees, advisors,
lenders, consultants and affiliates, and its affiliates’ members, partners, shareholders,
directors, employees, advisors, lenders and consultants) together with notes, analyses,
compilations, studies, reports or other documents prepared by the Disclosing Party or any
such affiliated entity or its agents, employees, consultants or professional advisors, which
contain, in whole or in part, or otherwise reflect such information (collectively, “Confidential
Information”).
GAIL Global (Singapore) Pte.Ltd.
7 Temasek Boulevard
#44‐01 Suntec Tower One
Singapore – 038987
Unique Entity Number: 200411690H
The term “Confidential Information” does not include information that (i) is demonstrated by
the Recipient through sufficient evidence to have been in the Recipient’s possession on a
non-confidential basis prior to disclosure to the Recipient by the Company; or (ii) is at the
time of such disclosure or thereafter becomes part of the public knowledge, other than by an
unauthorized act by the Recipient or any of its Experts or any of their respective agents or
Representatives; or (iii) is made available to the Recipient from a third party who is not
known to the Recipient to be under an obligation to keep such information confidential or
(iv) to have independently developed without using the Information provided by the
Disclosing Party.
2. Use of Confidential Information. The Recipient agrees that all Confidential Information
shall be used solely for the purpose of the Potential Transaction, and that (i) except as
expressly provided in Section 3 hereof, it shall not, without the prior written consent of the
Disclosing Party, disclose any Confidential Information to any other party (which, for
purposes of this Agreement, shall include, without limitation, any natural person, corporation,
partnership, limited liability company, trust, association, joint venture, pool, syndicate,
unincorporated organization, joint stock company or similar organization) in any manner
whatsoever and (ii) except as reasonably necessary to complete the Potential Transaction, it
shall not, without the prior written consent of the Disclosing Party, make any copies of any
Confidential Information.
3. Disclosure of Confidential Information.
(i) Confidential Information may be provided or disclosed by the Recipient only to the
following persons (it being understood that all of such persons shall be informed, by or on
behalf of the Recipient, of the confidential nature of the Confidential Information and shall
comply with the terms of this Agreement or be bound by confidentiality terms not less
stringent than what is contained in this Agreement and that, in any event, the Recipient shall
be liable for any breach of this Agreement by any such person):
a.
the Recipient’s counsel, including in-house counsel and members of its
support staff whose involvement in the Potential Transaction requires such disclosure;
b.
the Recipient’s Representatives having a need to know such information in
connection with the Potential Transaction;
c.
independent professionals, experts, consultants, lenders, advisors and
investigators (collectively, the “Experts”) specially retained by the Recipient in
connection with the Potential Transaction, and the employees of such Experts who are
assisting them and such other persons who need to know such information for the
purpose of the Potential Transaction; and
(ii) If the Receiving Party is required to disclose all or part of the Information pursuant to any
Statutory or judicial order and requirement of the government which has jurisdiction over the
Parties, the Receiving Party shall promptly furnish the information required to be disclosed
after informing the Disclosing Party.
4. Return of Confidential Information; Term. The Recipient shall, upon written demand by
the Disclosing Party, promptly return to the Disclosing Party or destroy all Confidential
GAIL Global (Singapore) Pte.Ltd.
7 Temasek Boulevard
#44‐01 Suntec Tower One
Singapore – 038987
Unique Entity Number: 200411690H
Information, all copies thereof and any and all other written material containing or reflecting
Confidential Information (excluding computer archival and backup tapes). Notwithstanding
this clause, each Party and its Experts or Representatives may retain any of the Confidential
Information they are required by law, regulation or their internal recordkeeping policies.
Notwithstanding any such return of Confidential Information, the Recipient and the
Recipient’s Experts and Representatives shall continue to be bound by their respective
obligations of confidentiality and other obligations hereunder until the earlier of (i) two years
from the date first written above or (ii) the date when they have signed and delivered a
definitive agreement regarding the Potential Transaction which contains confidentiality
provisions.
5. No Representation or Warranty. The Recipient understands, acknowledges and agrees that
the Disclosing Party, except for what is provided in section 14, is not making any
representation or warranty, either express or implied, as to the accuracy or completeness of
the Confidential Information, and neither the Disclosing Party, any of its affiliated entities
nor any of their Representatives shall have any liability hereunder to the Recipient, any of
Recipient’s Representatives or any other person resulting from use of the Confidential
Information.
6. No Obligation. The Recipient hereby agrees that the Disclosing Party shall not be under
any legal obligation of any kind whatsoever with respect to any transaction referred to or
contemplated by this Agreement by virtue of this or any written or oral expression by it or
any of its Representatives, except for the matters specifically agreed to in this Agreement
relating to the use or disclosure of the Confidential Information, unless a definitive agreement
with respect thereto has been executed and delivered by the Parties
7. No Waiver. No failure or delay by the Disclosing Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any right, power or
privilege whatsoever hereunder.
8. Remedies. The Parties hereto agree that money damages would not be a sufficient remedy
for any breach of this Agreement by the Recipient, any Expert or any of their respective
Representatives and the Disclosing Party shall be entitled to seek and obtain specific
performance and injunctive relief as remedies for any such breach. Such remedies shall not
be deemed to be the exclusive remedies for a breach of this Agreement by the Recipient but
shall be in addition to all other remedies available to the Disclosing Party at law or in equity.
Provided that neither Party nor their Affiliates or experts or other persons mentioned under
Article 1 above shall under any circumstance be liable to the other for the other's loss of
profits or for any special, consequential or indirect damages arising from or resulting out of
any breach of this Agreement including, without limitation, punitive damages, decline in
market capitalisation or loss of profit or revenues or business interruptions, however such
damages may be caused.
9. Waiver; Amendment; Assignment. Neither this Section 9 nor any other provision in this
Agreement can be waived or amended except by written consent of the Parties hereto, which
consent shall specifically refer to this Section 9 (or such other provision) and explicitly make
such waiver or amendment. Neither Party shall assign this Agreement, or any of its rights or
GAIL Global (Singapore) Pte.Ltd.
7 Temasek Boulevard
#44‐01 Suntec Tower One
Singapore – 038987
Unique Entity Number: 200411690H
obligations hereunder, without the prior written consent of the other Party and any purported
assignment thereof by the other Party without such consent shall be void and of no effect.
10.
Severability. Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall to the extent permitted by applicable law, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
11.
Entire Agreement. This Agreement contains the entire understanding and agreement
between the Parties with respect to the matters set forth herein and supersedes any and all
prior agreements and understandings, whether written or oral, relating thereto.
12. Notice. All notices, requests, demands, declarations and other communications
required hereunder or given pursuant hereto shall be in writing and shall become effective (i)
if given by facsimile, when transmitted and receipt has been confirmed, (ii) if given by
courier, when received, or (iii) if personally delivered, when so delivered, addressed as
follows:
(a)
If to GGSPL:
7 Temasek Boulevard,
#44-01 The Penthouse,
Suntec Tower One
Singapore 038987
Attention:
President GGSPL
Fax: +65-64306614
Email : krsanjay@gail.co.in; amit.singh@gail.co.in
(b)
If to the Company:
…………………………..
or at such other address as either Party may from time to time designate for itself by
written notice to the other Party.
13. Governing Law. This Agreement is governed by and shall be construed in accordance
with English law. The Parties irrevocably submit to the jurisdiction of the courts of England
to hear and decide any suit, action or proceedings and to settle any disputes or claims arising
out of, or in connection with, this Agreement.
14.
Right to Disclose.
The Disclosing Party hereby represents and warrants that it has
the right and authority to disclose the Confidential Information disclosed or to be disclosed
by it, pursuant to, and for the purposes of, this Agreement.
15.
The Receiving Party acknowledges that all Confidential Information remains
proprietary to the Disclosing Party and the Disclosing Party shall retain all rights, title, and
interest in the Confidential Information and that this Agreement does not confer or grant any
GAIL Global (Singapore) Pte.Ltd.
7 Temasek Boulevard
#44‐01 Suntec Tower One
Singapore – 038987
Unique Entity Number: 200411690H
intellectual or industrial property rights or license in the Confidential Information to the
Receiving Party or its employees, directors, contractors or Affiliates, either directly or by
implication, or otherwise.
16.
Headings. Section headings herein are included for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose.
17.
Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
instrument.
[Signature page follows.]
GAIL Global (Singapore) Pte.Ltd.
7 Temasek Boulevard
#44‐01 Suntec Tower One
Singapore – 038987
Unique Entity Number: 200411690H
IN WITNESS WHEREOF, each of the Parties, intending to be legally bound by the
provisions of this Agreement, has caused its duly authorized representatives to execute this
Agreement.
GAIL GLOBAL (SINGAPORE) PTE.LTD.
By:
________________________
Name:
Title:
By:
________________________
Name:
Title:
……………………………………………….
By:
Name:
Title:
________________________