CONFIDENTIALITY AGREEMENT

This AGREEMENT, entered on the __Day__ of ______Month_______ 20_____,

by and between

PETROLIAM NASIONAL BERHAD (PETRONAS) (Company No.20076-

K), a company incorporated under the laws of Malaysia and having its
registered address at Tower 1, PETRONAS Twin Towers, Kuala Lumpur City
Centre, 50088 Kuala Lumpur, Malaysia (hereinafter referred to as the
“Disclosing Party”);

and

___________COMPANY NAME______________, a company incorporated

under the laws of ___________________________________ and having its
registered/ business address at ___________________________________
(hereinafter referred to as the “Receiving Party”).

Disclosing Party and Receiving Party may also be referred to herein

individually as a “Party” or collectively as the “Parties”.

1. In connection with the evaluation and the possible acquisition by

the Receiving Party or its Affiliate (as hereinafter defined) of certain
petroleum exploration and production rights held by the Disclosing
Party in respect of the Exploration Block Opportunities (collectively
referred to as the “Opportunities” and as illustrated in the location
map in Appendix “A” attached hereto and made a part hereof) in
conjunction with the Malaysia Bidding Round 2022 (the “Purpose”),
the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose to the Receiving Party
certain confidential and/or proprietary information relating to the
Opportunities and the Purpose which includes, but is not necessarily
limited to, copies or originals of geological and geophysical data,
maps, models, interpretations, well logs, reports and all other
subsurface, seismic and related data as well as all information
derived from or generated therefrom and may also include
commercial, contractual and financial information (the “Confidential
Information”). This Agreement and the fact and content of
communications between the Parties concerning the subject of this
Agreement shall be deemed also to constitute Confidential
Information.

2. In consideration of the disclosure referred to in Clause 1

above, the Receiving Party agrees that the Confidential Information
shall be kept strictly confidential and shall not be sold, traded,
published or otherwise disclosed to anyone in any manner
whatsoever, including by means of photocopy, reproduction or
electronically, without the Disclosing Party's prior written consent,
except as provided herein.

3. The Receiving Party may disclose the Confidential Information

without the Disclosing Party's prior written consent to an Affiliate

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 (as hereinafter defined), provided that the Receiving Party
guarantees the adherence of such Affiliate to the terms of this
Agreement. “Affiliate” shall mean any company or legal entity
which (a) controls a Party; or (b) is controlled by a Party; or (c)
which is controlled by a company or legal entity which controls a
Party. “Control” shall mean the ownership, either directly or
indirectly, of more than fifty percent (50%) of the voting rights in a
company or other legal entity.

4. The Receiving Party shall be entitled to disclose the Confidential

Information without the Disclosing Party’s prior written consent to
such of the following persons for the purpose of evaluating the
Confidential Information, to the extent they have a clear need to
know in order to evaluate the Area:

(a) employees, officers and directors of the Receiving Party;

(b) employees, officers and directors of an Affiliate of the

Receiving Party;

(c) any consultant or agent retained by the Receiving Party or its

Affiliates; or

(d) any bank or other financial institution or entity funding or

proposing to fund the Receiving Party's acquisition of the
Opportunities, including any consultant retained by such
bank or other financial institution or entity.

Prior to making any such disclosures to persons under

subparagraphs (c) and (d) above, however, the Receiving Party shall
obtain an undertaking of confidentiality, substantially in the same
form and content as this Agreement, from each such person.
However, in case of disclosure to external legal counsel, the
Receiving Party shall only be required to procure that such legal
counsel is bound by an obligation of confidentiality.

The Receiving Party hereby undertakes to promptly notify the

Disclosing Party in writing if it is aware of any misuse,
misappropriation, or unauthorized storage, copying or disclosure of
the Confidential Information and/or breach of any obligations of the
Receiving Party under this Agreement. Further thereto, the
Receiving Party agrees to cooperate with the Disclosing Party to
regain possession of the Confidential Information and prevent its
further unauthorized use, appropriation, storage, copying or
disclosure.

5. The Receiving Party may disclose the Confidential Information

without the Disclosing Party's prior written consent only to the extent
such information:

(a) is already known to the Receiving Party as of the date of the

disclosure hereunder;

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 (b) is already in the possession of the public or becomes available
to the public other than through the act or omission of the
Receiving Party or of any other person to whom Confidential
Information is disclosed by the Receiving Party

(c) is required to be disclosed under the applicable law or by a

governmental order, decree, regulation or rule or by the
regulation or rule of any recognized stock exchange on which
the Receiving Party or its Affiliate is listed (provided that the
Receiving Party shall give written notice to the Disclosing
Party prior to such disclosure); or

(d) is acquired independently from a third party that represents that

it has the right to disseminate such information at the time it
is acquired by the Receiving Party.

6. Should any person seek to legally compel the Receiving Party (or
anyone to whom Receiving Party transmits the Confidential
Information pursuant to this Agreement) to disclose any
Confidential Information (including pursuant to Clause 5 (c)), the
Receiving Party shall provide the Disclosing Party with prompt
written notice, as far as it is practicable and lawful to do so, to allow
the Disclosing Party to seek a protective order or other appropriate
remedy or waive compliance with the provisions of this Agreement.

7. The Receiving Party shall be responsible for ensuring that all

persons to whom the Confidential Information is disclosed under
this Agreement shall keep such information confidential and shall
not disclose or divulge the same to any unauthorized person. The
Receiving Party shall be responsible to the Disclosing Party for any
breach of this Agreement arising from any disclosure of the
Confidential Information by any person to whom the Confidential
Information is disclosed by the Receiving Party as though such
breach was committed by the Receiving Party.

8. Neither Party shall be liable in an action initiated by one Party

against the other for special, indirect or consequential damages
resulting from or arising out of this Agreement, including but not
limited to, the loss of profit or business interruptions, however the
same may be caused. The Parties acknowledge and agree that
there could be cases where damages alone would not be an
adequate remedy for any breach of the provisions of this
Agreement and the Receiving Party agrees that the Disclosing Party
shall be entitled to the remedies of injunction, specific performance
or other equitable relief for any threatened or actual breach for the
provisions of this Agreement.

9. The Receiving Party and its Affiliates, if any, shall only use or permit
the use of the Confidential Information disclosed under this
Agreement to evaluate the Opportunities and determine whether to
acquire all or part of the Disclosing Party’s rights to the
Opportunities in line with the Purpose stated in Clause 1 above.

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10. No proprietary rights to the Confidential Information shall vest in
the Receiving Party, and the Disclosing Party may demand the
return and/or destruction of such Confidential Information at any
time upon giving written notice to the Receiving Party. Within thirty
(30) days of the receipt of such notice or upon the termination or
expiry of this Agreement in accordance with Clause 11, the
Receiving Party shall return all of the original Confidential
Information and shall destroy or cause to be destroyed all copies
and reproductions (in whatever form, including but not limited to,
electronic data) in its possession and in the possession of persons to
whom it was disclosed and the Receiving Party shall furnish a
certification to the Disclosing Party that the Confidential Information
including all copies made thereof have been destroyed.

11. If the Receiving Party acquires any of the Disclosing Party’s rights in
the Area, then this Agreement shall terminate automatically on the
date the Receiving Party enters into a further agreement which
contains provisions that cover the confidentiality of the data in the
Area. Unless earlier terminated under the preceding sentence, this
Agreement shall terminate within two (2) years after the date of this
Agreement. Notwithstanding the foregoing, the confidentiality
obligations set forth herein shall survive such termination.

12. The Receiving Party shall provide the Disclosing Party with a
written technical evaluation report of the Opportunities assessed
within sixty (60) days from the date of closing of the data room. The
contents of the Technical Evaluation Report shall contain, but not be
limited to, the specifications as provided in Appendix “B”.

13. The Disclosing Party hereby represents and warrants that it has
the right and authority to disclose the Confidential Information to
the Receiving Party. The Disclosing Party makes no representations
or warranties, express or implied, as to the quality, reasonableness,
accuracy or completeness of the Confidential Information disclosed
hereunder. The Receiving Party expressly acknowledges the
inherent risk of error in the acquisition, processing and
interpretation of geological and geophysical data. The Receiving
Party expressly acknowledges and accepts all subjective or
interpretative Confidential Information as is, subject to the risk of
error or omission. The Disclosing Party does not undertake to
update or correct the Confidential Information. The Disclosing Party,
its Affiliates, their officers, directors and employees shall have no
liability whatsoever with respect to the use of or reliance upon the
Confidential Information by the Receiving Party.

14. The Receiving Party shall have no exclusive rights over the
Confidential Information disclosed by the Disclosing Party under this
Agreement. The disclosure of such Confidential Information shall not
in any way prejudice the Disclosing Party’s rights to disclose the
same Confidential Information to the other interested parties. The
Disclosing Party retains the right to sell, trade, use or otherwise
make available to the other interested parties or third parties all or
any portion of the Confidential Information disclosed under this
Agreement.

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15. This Agreement shall be governed by and interpreted in
accordance with the laws of Malaysia. Any dispute arising out of or
relating to this Agreement, including any question regarding its
existence, validity or termination, which cannot be amicably
resolved by the Parties, shall be settled before a sole arbitrator in
accordance with the Arbitration Rules of the Asian International
Arbitration Centre (formerly known as the Kuala Lumpur Regional
Centre for Arbitration). The place of arbitration shall be in Kuala
Lumpur and the proceedings shall be conducted in the English
language. Any award of the arbitrator shall be final and binding on
the Parties, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. A
dispute shall be deemed to have arisen when either Party notifies
the other Party in writing to that effect. Each party shall pay its own
costs and expenses for the arbitration, except if otherwise decided
by the arbitration. The Receiving Party acknowledges the monetary
damages may be inadequate to protect against breach of this
Agreement. As such, the Disclosing Party may apply to any
competent judicial authority for interim relief and that an
application for such measures or an application for the enforcement
of such measures ordered by the judicial authority shall not be
deemed as an infringement or a waiver of the agreement to
arbitrate and shall not affect the powers of the arbitrator.

16. Unless otherwise stated in writing, any prior or future

proposals or offers made in the course of the Parties’ discussions
are implicitly subject to all necessary management and government
approvals and may be withdrawn by either Party for any reason and
at any time. Nothing contained herein is intended to confer upon
the Receiving Party any right whatsoever to the Disclosing Party’s
interest to the Opportunities.

17. No amendments, changes or modifications to this Agreement shall

be valid except if the same are in writing and signed by a duly
authorized representative of each of the Parties hereto. The persons
executing this Agreement on behalf of their respective companies
represent that they have the authority to bind their companies.

18. This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the confidentiality and use of the
Confidential Information and supersedes and cancels all prior
communications, understandings and agreements between the
Parties hereto relating to the Confidential Information, whether
written or oral, expressed or implied.

19. The Receiving Party shall not assign any of its rights or
obligations under this Agreement without the prior express written
consent of the Disclosing Party.

20. Should any provision of this Agreement become illegal or void for
any reason, the validity of the remaining provisions shall not be
affected, and the Parties shall enter good faith negotiations with

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 each other to find a replacement for the provision, which is of
similar effect to all Parties.

21. This Agreement may be executed by electronic communication in

portable document format (.pdf), and the Parties agree that their
electronic transmitted signatures shall have the same effect as
manually transmitted signatures. Delivery of a copy of this
Agreement or any other document such as notices or letters
pursuant to this Agreement bearing an original or electronic
signature by electronic mail in portable document format (“.pdf”)
form, or by any other electronic means intended to preserve the
original graphic and pictorial appearance of a document, will have
the same effect as physical delivery of the paper document bearing
an original or electronic signature.

22. Any notices to be given hereunder by either Party to the other shall
be in English and sent by electronic mail to the other Party at the
addresses stated below:

Disclosing Party:

PETROLIAM NASIONAL BERHAD (PETRONAS)

Address: Level 20, Tower 1, PETRONAS Twin Towers,
Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia
Attention: Senior General Manager, Resource Exploration, Malaysia
Petroleum Management,
Tel :+603-20515000
E-mail: [email protected]

Receiving Party:

COMPANY NAME
Address:
Attention:
Tel: +
Fax: +
E-mail:

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IN WITNESS WHEREOF, the duly authorised representatives of the
Parties have caused this Agreement to be executed on the date first
written above.

DISCLOSING PARTY: RECEIVING PARTY:

PETROLIAM NASIONAL BERHAD COMPANY NAME
(PETRONAS)

BY: …………………………………….. BY: ..………………………………….......

NAME: ……………………………….. NAME: ……………………………………

TITLE: ………………………………... TITLE: …………………………………….

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 APPENDIX “A”
‘The Area’

APPENDIX “B”

Opportunity Content of Technical Evaluation Report

Exploration
Blocks 1. Introduction
PM340 2. Overview
PM327 3. Geological Setting
PM342 a. Petroleum System Evaluation
PM428 b. HC Generation, Reservoirs
SB409 4. Exploration History (Post Mortem of Wells Drilled in the block)

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SB304
SB306
a. Field History
SK418
b. Well Analysis
SK325
5. New play identified / Geological concepts
SK328
6. Block Prospectivity
SK330
7. Conclusion and Recommendation
2A
3B
4E

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