Anytime Fitness Franchise Investor Application | Singapore

Application Form

This Confidentiality Agreement is made

BETWEEN

First Name *

Last Name *

Mailing Address *

City *

Postal Code *

Country *

("Receiving Party")

AND

Mr Johannes Raadsma c/o Anytime Fitness (Franchise West to East Pte. Ltd.) with its registered office at #09-12 Paya Lebar Square, 60 Paya Lebar Road, Singapore.

("Furnishing Party")

hereinafter together referred to as the "parties".

WHEREAS:

A. For the purposes of negotiating and concluding a possible business relationship between the parties, it may be necessary or desirable for the Furnishing Party to disclose to the Receiving Party valuable confidential information concerning the business and marketing plans of the Furnishing Party and its group companies.

B. The parties have therefore agreed to enter into this Confidentiality Agreement in respect of such information disclosed on the terms set out below.

NOW IT IS HEREBY AGREED as follows:

In this AGREEMENT, unless the context otherwise requires or expressly provides, the following words shall have the following meanings respectively:

1. "Confidential Information" means any information disclosed by the Furnishing Party or its Personnel to the Receiving Party or its Personnel, whether disclosed orally, in writing or in any other medium including financial data, business plans, business models, strategies, business tactics, customer information, schedules, contacts, computer systems, programs, software, tests, data, trade secrets, prototypes, demonstrations, drawings, samples, devices, specifications, materials of whatever description, copyrights, patents, know-how orother proprietary or intellectual property rights of the Furnishing Party or its group companies;

"Personnel" means any shareholder, director, consultant, officer, employee, servant or other personnel, financial advisers, legal advisers or accounting advisers of a party; and

"Specific Purpose" means any business discussions, correspondence or negotiations held between the parties only for the purpose of evaluating a business transaction between the parties only, and any other purpose that the parties may agree to in writing from time to time.

In this Agreement, reference to the plural shall include the singular and vice versa.

2. The Receiving Party acknowledges and agrees that the Confidential Information, including any Confidential Information disclosed by the Furnishing Party or its Personnel to the Receiving Party or its Personnel prior to the date of this Agreement is confidential and proprietary to the Furnishing Party, that the Receiving Party has no proprietary interest therein whatsoever and that the Confidential Information shall be treated as set out below.

3. In consideration of the Furnishing Party agreeing to disclose the Confidential Information to the Receiving Party, the Receiving Party hereby irrevocably undertakes that it shall, and shall use all reasonable endeavors to cause and procure that its Personnel shall keep all Confidential Information in its possession and hold the Confidential Information in strict and absolute confidence and in particular shall:

(i) not use, disclose, make available, directly or indirectly, any of the Confidential Information in any way other than for the Specific Purpose;

(ii) not use, make available or disclose the Confidential Information to any third party without the prior written consent of the Furnishing Party except as required by law and shall grant limited access to the Confidential Information to only such of its Personnel on a as need to know basis for the furtherance of the Specific Purpose;

(iii) take such precautions and make such arrangements as are reasonably necessary to protect the Confidential Information, including without limitation requiring all third parties given access to any of the Confidential Information pursuant to Clause 3(a)(ii) above to sign an undertaking of confidentiality and non-use, not less stricter in scope and duration to that set out in this Agreement, in favor of both the Receiving Party and the Furnishing Party; and

(iv) not make or have made any copy, record or duplication of any of the Confidential Information disclosed or reduce it to writing or in any medium, if disclosed orally, except as is reasonably necessary for the Specific Purpose and as expressly approved in writing by the Furnishing Party.

If the Receiving Party is required to disclose any Confidential Information as required by law pursuant to Clause 3 (ii), it must immediately give notice to the Furnishing Party with full details of the circumstances of the disclosure except when such notification is prohibited by the relevant law.

4. Subject to Clause 9 and as may be provided in any other agreements between the parties inrelation to the Specific Purpose, the Receiving Party's obligations in Clause 3 shall survive any termination of its rights to use the Confidential Information or any party of it for the Specific Purpose and withdrawal of the whole or any part of the Confidential Information from the Receiving Party's possession by the Furnishing Party shall not affect the Receiving Party's said obligations.

5. The Receiving Party's obligations in relation to the whole or any part of the Confidential Information shall not apply or shall cease to apply (as the case may be) in accordance with Clause 6, if the whole or the part of the Confidential Information is publicly available or otherwise in the public domain at the time of disclosure to the Receiving Party or subsequently becomes publicly known other than through the act or default of the Receiving Party or any of its Personnel.

6. At the Furnishing Party's request the Receiving Party shall promptly deliver or cause to be delivered to the Furnishing Party:

(a) all papers, documents, tapes, photographic material, computer storage media and other material containing the Confidential Information or any specified part of it supplied to the Receiving Party under this Agreement together with any copies or extracts thereof or computerized record or record in writing or otherwise of orally transmitted Confidential Information, which have been made (whether or not in breach of this Agreement); and

(b) any prototypes, models, samples and devices forming part of the Confidential Information.

7. No relaxation, forbearance or delay by the Furnishing Party in enforcing any of the terms of this Agreement shall prejudice, affect or restrict the Furnishing Party's rights or constitute a waiver of such rights or of a breach (unless the Furnishing Party waives a breach or a right in writing), nor shall a waiver by the Furnishing Party of any breach or right operate as a waiver of any subsequent of continuing breach thereof.

8. The Receiving party acknowledges that in event of a breach of this Agreement, damages may be an inadequate means of redressing any loss damage suffered by the Furnishing Party. The Furnishing Party in its sole discretion is entitled to seek any injunctive or other equitable form of relief it deems necessary.

9. The restrictions contained in this Agreement are considered to be reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part of them were deleted or the period or area of application reduced such restriction shall apply with such modifications as may be necessary to make it valid and effective.

10. In the event that any of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired.

11. This Agreement shall be governed by and construed in accordance with the laws of Singapore and the parties hereby submit to the non-exclusive jurisdiction of the courts of Singapore.

ACCEPTED AND AGREED TO BY:

Authorized Signature *

Clear

Name Printed *

Telephone *

Email Addresses *

Signature Date *

Turn Your Passion Into Profits