AN AGREEMENT made this …………………….. day of ……………………… BETWEEN Malaysian Palm Oil Board having its address at No. 6, Persiaran Institusi, 43000 Kajang, Selangor Darul Ehsan (hereinafter called "the Board") and ……………………………………. a company incorporated under the Companies Act 1965 and having its registered address at …………………………………………………………… (hereinafter called "the Company").

WHEREAS the Board has through is employees acquired knowledge of technologies (hereinafter individually and collectively called "the Invention") of ………………………………………………………………………………………………………………..

AND WHEREAS the Board has applied for patent (hereinafter called "the Patent") in respect of the invention the details of which are as follows:

AND WHEREAS the Company is desirous of examining and evaluating information relating the Invention (hereinafter referred to as 'Information') with a view to using the Invention for commercial purpose.

AND WHEREAS the Board is willing to disclose the Information to the Company for the purpose of evaluating the commercial viability of the Invention.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Disclosure of Information

1.1 The Board shall disclose to the Company the details of the Invention (which is based on laboratory scale studies/pilot plant studies done by the Board) to enable the Company to evaluate the same.

1.2 The Company shall inform the Board in writing its employee/s to whom such Information is to be disclosed.

2. CONFIDENTIALITY

2.1 In consideration of the disclosure of the Information by the Board, the Company agrees at all times until such time as the Information becomes part of the public domain through no fault of the Company that it will treat the Information with all reasonable and practicable care to avoid disclosure of the same to any other person or organization and the Company shall be liable for unauthorized disclosure or failure to exercise reasonable and practicable care with respect to the Information.

2.2 The obligations of confidentiality set forth in sub-clause 2.1 above shall not apply to any part of the Information which:

i. is at the time of disclosure is information already generally available to the public or becomes generally available to the public other than through the Company or persons obtaining the Information through the Company; or

ii. becomes known to the Company from third parties having lawful title to the same; or

iii. is approved for release from the provisions of confidentiality by written approval from the Board.

2.3 The Company will, at the end of the evaluation period, or at the written request of the Board promptly return all documents, papers, product samples, models, computer storage media and all other materials supplied on which the Information has been recorded together with any duplicates or extracts thereof which have been made.

2.4 Subject to its obligations under subclause 2.1 above, the Company may during the evaluation period subject the Information to such tests, trials analyses, experiments, or other studies as are required. It may, disclose the Information only in confidence to its employees on a need-to-know basis and, subject to Board's written approval through a confidentiality agreement, to any consultant or agent not being an employee of the Company for the purposes of evaluation only.

2.5 Without prejudice to its obligations under subclause 2.1 above, the Company shall take all reasonable steps to ensure that the Information is treated at all times as confidential information within the Company, and that the Information will not be disclosed to any third party not directly concerned with the evaluation of the Invention. The Company shall take all reasonable steps to ensure that persons to whom the Information is disclosed will at all times keep the Information secret and will not use the Information for any other purpose other than for evaluating the Invention.

3. COMMERCIALISATION OF INVENTION

3.1 Upon receiving the details of Invention from the Board the Company shall inform the Board in writing within ninety days whether it intends to use the Invention for the purpose of commercialisation.

3.2 If the Company intents to use the Invention, both parties shall discuss the mode of collaboration which may include:

i. licensing of patent;
ii. production of pre-commercial samples for the purpose of market survey;
iii. pilot plant scale evaluation, and
iv. commercialisation of the Invention.

3.3 If agreement is reached on the terms of collaboration in sub clause 3.2, a formal agreement shall be executed.

4. NON-CONFERMENT OF RIGHTS

4.1 This agreement does not confer any rights on the Company to use the Information other than for evaluation purposes stated herein, such evaluation to be completed within ninety (90) days of the date hereof.

5. APPLICABLE LAW

5.1 This Agreement shall be deemed to have been made and executed in Malaysia and shall be governed and construed in accordance with the laws of Malaysia.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first abovewritten.