CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made effective on ___________, is by and between the Malaysian

Agricultural Research and Development Institute hereinafter referred to as MARDI having
an address at Ibu Pejabat MARDI, P.O. Box 12301, General Post Office, 50774 Kuala Lumpur

AND

_____________________________________________________________ student of the,

_____________________________________________________ programme of
________________________________________having permanent address at
____________________________________________________________________________
_________________________________________referred to as VISITOR.

(MARDI and the VISITOR are collectively as the Parties and each as the Party)

WHEREAS, MARDI is allowing VISITOR to enter onto MARDIs premises in order to

discuss or work on a project in MARDI, either now or in the future, and in doing so, VISITOR
may become aware of MARDI confidential or proprietary subject matter or that of third parties
that is on MARDI premises hereinafter referred to as Visit.

NOW, THEREFORE, it is agreed that MARDI will disclose to VISITOR certain

information and proprietary and confidential subject matter relating to the Visit under the
following terms and conditions:

1. "Confidential Subject Matter" shall mean any and all information, know-how and data,
technical or non-technical, and materials, including germplasm and biological materials
and products or derivatives thereof, disclosed or provided by MARDI to VISITOR for the
purpose of this Visit in oral, written, graphic, photographic, or any other form, or seen by
VISITOR, except for subject matter and information:

i. that as of the date of disclosure or release, through no act or failure to act on the
part of VISITOR, becomes generally known or available to the public without
breach of this Agreement;

ii. that is known to VISITOR at the time of disclosure, as evidenced by VISITOR's

written records;

iii. that is known or independently developed by VISITOR, as demonstrated by

written evidence;

iv. that is required to be disclosed by law; provided that VISITOR shall immediately
inform and cooperate with MARDI, at MARDI's expense, in interposing an
objection to such requirement.
2. VISITOR agrees to hold in confidence all Confidential Subject Matter; to not disclose
any Confidential Subject Matter to any third party; to use Confidential Subject Matter
solely for the Visit; and to disclose such Confidential Subject Matter only to VISITORS
employees on a need-to-know basis.

3. Unless otherwise specified in writing, all Confidential Subject Matter remains MARDI's
property. On MARDI's request, VISITOR agrees to return or destroy all Confidential
Subject Matter, except for one copy of this Confidentiality Agreement, which VISITOR
may keep solely to monitor its obligations under this Agreement.

4. The Parties agrees that the duration of this Agreement herein will remain in force for five
(5) years from the date of this Agreement unless mutually agreed by the Parties.

5. In the event of a termination, the obligation and restriction of the VISITOR shall remain
as per Clause 4.

6. The obligations hereunder with regard to the Confidential Subject Matter disclosed
shall remain in full force and effect regardless the termination and/or the expiry of this
Agreement.

7. The Parties acknowledge and agree that monetary damages may not be a sufficient
remedy for any breach of this Agreement and MARDI shall be entitled to seek other
equitable relief as remedies in addition to monetary damages for such breach.

8. This Agreement expresses the entire agreement of the Parties and cannot be altered,
changed or otherwise modified unless mutually agreed to by the Parties in writing.

9. The validity of this Agreement, its terms and conditions, as well as the rights and duties
of both Parties hereunder, will be interpreted pursuant to and in accordance with the
laws of Malaysia and the Parties hereby submit to the exclusive jurisdiction of the Courts
of Malaysia.

10. If any part of any provision of this Agreement is invalid or unenforceable under
applicable law, such part will be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining provision of this
Agreement. No failure or delay by a Party in exercising any right, power or privilege
hereunder will operate as a waiver thereof.

11. It is agreed that the signature of the signatory transmitted by facsimile or other electronic
means shall be deemed to be its original signature for the purposes of this Agreement.
The exchange of copies for this Agreement and of the signature page thereto by
facsimile or other electronic means of transmission shall constitute effective execution
and delivery of this Agreement and may be used in lieu of the original Agreement for all
purposes.

12. Any notice to be given shall be deemed sufficiently served if delivered by registered mail
to the Parties respective addresses as herein before set out. Service by registered mail
is deemed received one week from date of posting. Notification by fax or electronic mail
shall be deemed received one day from date of confirmation report of transaction.
13. For the avoidance of doubt, the Parties acknowledge that nothing contained in this
Agreement shall compel MARDI to provide all the Confidential Subject Matter and
MARDI shall be entitled at its discretion to decline to supply VISITOR with certain
information.

14. Nothing contained in this Agreement shall be construed as an obligation to enter into any
further agreement concerning the Visit or Confidential Subject Matter or as a grant of a
license to such Confidential Subject Matter, other than for the Visit.

15. MARDI reserves the right to terminate this Agreement and seek the appropriate
remedies in the event where the VISITOR is in breach of any of the terms stipulated in
this Agreement.

_________________________________________________________________________
(The remaining of this page is intentionally left blank)
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their respective authorized representatives.

For and on behalf of For and on behalf of

Malaysian Agricultural Research and VISITOR
Development Institute (MARDI)

________________________________ ________________________________

(Director) Name:
Human Resource Management Division Identity Card Number:
MARDI

Date: Date:

Witnessed by : Witnessed by :
(Representative from University)

_________________________________

Deputy Director Name:

Human Resource Management Division Identity Card Number:
MARDI

Date: Date: