CONFIDENTIALITY AGREEMENT OF PETRONAS’ REGIONAL DATA

REPOSITORY

THIS AGREEMENT, entered on the __Day__ of ______Month_______

20_____, , by and between

PETROLIAM NASIONAL BERHAD (PETRONAS) (Company No.:

197401002911 (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
---------------------------------------,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 “Party” or collectively as “Parties”.

1. In connection with the interpretation and evaluation of Malaysia's

exploration and production acreages data through the Regional
Data Repository (“RDR”) virtual data room for the purpose of
assessment of the hydrocarbon prospectivity of the Malaysian
Basins 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 Offshore Peninsular Malaysia and
Sabah, Offshore and Onshore Sarawak (the “Area”, as shown in the
location map in Exhibit “A” attached hereto and made a part
hereof), 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
Area 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 (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, 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
(as hereinafter defined), provided that the Receiving Party
guarantees the adherence of such Affiliate to the terms of this

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 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
Area, , 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;

(b) is already in the possession of the public or becomes available

to the public other than through the act or omission of the

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 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.
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 is 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.

8. 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.

9. 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 10, 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,

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 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.

10. The Disclosing Party may at any time terminate this Agreement by
giving thirty (30) days written notice to the Receiving Party. Unless
otherwise 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.

11. 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.

12. 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.

13. 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

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 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.

14. 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 in the Area.

15. 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.

16. 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.

17. 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.

18. 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 into good faith negotiations with
each other to find a replacement for the provision, which is of
similar effect to all Parties.

19. 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.

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20. 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)
Level 20, Tower 1, PETRONAS Twin Towers, Kuala Lumpur City
Centre,
50088 Kuala Lumpur, Malaysia
Att : Senior General Manager, Resource Exploration, Malaysia
Petroleum Management,
Tel :+603-20515000
Fax:+603-23314004
E-mail: [email protected]

Receiving Party:
COMPANY NAME
Address:
Attention:
Tel: +

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 (PETRONAS)

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

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

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

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 EXHIBIT “A”

‘The Area’

Offshore Peninsular Malaysia and Sabah, Offshore and Onshore

Sarawak

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