In connection with the potential se

In connection with the potential setup of Real Estate Investment Trust (REIT) of Sheraton Hua Hin Resort & Spa, Sheraton Hua Hin Pranburi Villas and Kiroro Resort for Property Perfect Public Company Limited and its group of companies (the "Company") (altogether referred as the "Transaction"), the Company is making available certain Confidential Information to Advance Finance Public Company Limited (the "Recipient").
2. "Confidential Information" shall mean any non-public infom1ation, documents or data provided by the Company or any of their respective directors, representatives, employees, lawyers or advisors to the Recipient in any form (whether directly or indirectly and whether written or oral) which the Company considers proprietary and confidential, the term Confidential Information shall include all notes, analyses, correspondence, documents or other records prepared by the Company and/or the Recipient which contain, or are based on, in whole or in part, such Confidential Information.
3. The Recipient hereby confirms that it will keep the Confidential Information confidential, it will not use the Confidential Information other than in connection with the Transaction and it will not directly or indirectly disclose the Confidential Infonnation, including the fact that the Recipient or its
• affiliates is involved with the Transaction and that it will not enter into a transaction similar to the Transaction or enter into any discussions, introduce, agreements or understandings with any other parties with respect to the Transaction, except with the prior written consent of the Company or unless specifically provided otherwise in this agreement. The Recipient further agrees not to circumvent the Company with respect to this Transaction.
4. The Recipient may disclose the Confidential Information to its directors, officers and employees (collectively, the "Staff ') or its affiliates, agents, consultants, and professional advisers (collectively the "Representatives"), including potential investors, who need to know such information in connection with the Transaction, provided that, in any event, the Recipient shall be fully responsible for any breach of this agreement by any of such Staff or Representatives.
5. For the purposes of this agreement, the Confidential Information shall not include information or data that:
(a) is or becomes generally available to the public (other than as a result of wrongful disclosure under this agreement);
(b) was available to the Recipient prior to its disclosure by the Company;
(c) is or becomes available to the Recipient on a non-confidential basis from a source other than the Company, provided that the Recipient does not know or have reason to know that

disclosure to the Recipient is in contravention of a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company
(d) the Recipient can demonstrate that it has been developed by one or more of its Staff without reliance in whole or in part on the Confidential Information; or
(e) may be required or compelled to disclose by law or regulation or court order or governmental authorities or any other regulatory bodies.
6. The Recipient agrees and acknowledges that the Company makes no representations or warranties expressed or implied as to the accuracy or completeness of any Confidential Information. Neither the Company nor its directors, officers or employees shall have any liability to the Recipient, its Staff or its Representatives relating to or resulting from the disclosure or use of the Confidential Information. The Recipient agrees to indemnify, defend, and hold the Company harmless from and against all claims, losses, liabilities and damages resulting from our breach of this agreement.
7. This agreement shall be subject to the laws of the Kingdom of Thailand and their interpretation by the Courts of the Kingdom of Thailand.
8. This agreement represents the whole agreement between the Company and the Recipient relating to the matters referred to in this agreement and may not be amended except in writing signed by the Company and the Recipient.
9. This Agreement shall terminate upon the earlier of (i) twelve months from the date hereof or (ii) until the Transaction is consummated. --- -- -
If the foregoing sets forth the terms of our understanding, please sign and return the enclosed copy of this letter.


Sincerely,
On behalf of Advance Finance Public Company Limited

ผลลัพธ์ (อังกฤษ) 2:

In connection with the potential setup of Real Estate Investment Trust (REIT) of Sheraton Hua Hin Resort & Spa, Sheraton Hua Hin Pranburi Villas and Kiroro Resort for Property Perfect Public Company Limited and its group of companies (the "Company") (altogether referred. as the "Transaction"), the Company is available Making certain Confidential Information to Advance Finance Public Company Limited (the "Recipient").
2. "Confidential Information" shall mean any non-public infom1ation, documents or data provided by the Company or any of their respective directors, representatives, employees, lawyers or advisors to the Recipient in any form (whether directly or indirectly and whether written or oral). which the Company considers proprietary and confidential, the term Confidential Information shall include all notes, analyses, correspondence, documents or other records prepared by the Company and / or the Recipient which contain, or are based on, in whole or in part, such Confidential. Information.
3. The Recipient Hereby confirms that it Will Keep the Confidential Information confidential, it Will not use the Confidential Information Other than in Connection with the Transaction and it Will not directly or Indirectly disclose the Confidential Infonnation, including the Fact that the Recipient or ITS
• affiliates is. involved with the Transaction and that it will not enter into a transaction similar to the Transaction or enter into any discussions, introduce, agreements or understandings with any other parties with respect to the Transaction, except with the prior written consent of the Company or unless specifically. provided otherwise in this agreement. The Recipient further Agrees not to Circumvent the Company with respect to this Transaction.
4. The Recipient may disclose the Confidential Information to its directors, officers and employees (collectively, the "Staff ') or its affiliates, agents, consultants, and professional advisers (collectively the" Representatives "), including potential investors, who need to know such. information in Connection with the Transaction, provided that, in any event, the Recipient Shall be responsible for any fully Breach of this Agreement or by any of such Staff Representatives.
5. for the purposes of this Agreement, the Confidential information Shall not include information. or Data that:
(a) is or Becomes generally available to the Public (Other than as a Result of Wrongful Disclosure under this Agreement);
(B) was available to the Recipient prior to ITS Disclosure by the Company;
(C) is or. Becomes available to the Recipient on a non-confidential basis from a source Other than the Company, provided that the Recipient does not know or have REASON to know that Disclosure to the Recipient is in contravention of a Confidentiality Agreement with, or Other Contractual, Legal. or fiduciary of Confidentiality Obligation to, the Company (D) the Recipient Can demonstrate that it has been developed by one or more of ITS in whole or in Part Staff Without Reliance on the Confidential Information; or (E) May be required or compelled to disclose by Law or Regulation or any Court Order or Other Governmental Authorities or regulatory Bodies. 6. The Recipient agrees and acknowledges that the Company makes no representations or warranties expressed or implied as to the accuracy or completeness of any Confidential Information. Neither the Company nor its directors, officers or employees shall have any liability to the Recipient, its Staff or its Representatives relating to or resulting from the disclosure or use of the Confidential Information. Agrees to the Recipient Indemnify, Defend, and Hold harmless the Company from and against all Claims, losses, liabilities and damages resulting from our Breach of this Agreement. 7. This Agreement Shall be subject to the Laws of the Kingdom of Thailand and their Interpretation by the Courts of the Kingdom of Thailand. 8. This Agreement represents the whole Agreement between the Company and the Recipient relating to the Matters referred to in this Agreement and May not be amended except in Writing signed by the Company and the Recipient. 9. This Agreement shall terminate upon the earlier of (i) twelve months from the date hereof or (ii) until the Transaction is consummated. --- - - If the Foregoing sets forth the terms of our understanding, please Sign and Return the enclosed Copy of this letter. Sincerely, On behalf of Advance Finance Public Company Limited.