Open.Raise

House template · or-nda-v2.2026-09-20

Singapore paper. Not a US NDA with the law swapped.

One-way. The Company discloses. SIAC in Singapore hears the fight. Counsel still sits on a live close.

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or-nda-v2.2026-09-20

One-way confidentiality undertaking

One-way. The Company discloses. The Receiving Party listens. Open.Raise holds the room, not the security. Counsel still sits on a live round.

Disclosing Party
the company identified on the listing (the “Company”)
Receiving Party
the fund or office named below, by the authorised signatory named below
Operator
Open.Raise · openraise.capital
Law · seat · term
Singapore · SIAC, Singapore · 24 months

  1. 01 Purpose and consideration

    The Receiving Party is admitted to a gated room solely to evaluate a possible investment in the Company (the “Purpose”). Admission to the room is the consideration for this undertaking. Nothing in this undertaking is an offer, invitation, or solicitation to subscribe for securities under the Securities and Futures Act 2001 or any other law. Communications in the room are factual information for evaluation, not an advertisement calling attention to an offer.

  2. 02 Confidential Information

    “Confidential Information” means non-public information that has the necessary quality of confidence and is disclosed by or for the Company or the Operator in the room or in related meetings — including the IC pack, unit economics, vault and access-control design, shipping and escrow arrangements, named counterparties, personnel, pipeline, and the fact that discussions are taking place. Contents of the room are deemed confidential unless the Company marks them otherwise. It includes copies, notes, and models derived from that information. Singapore has no standalone trade-secrets statute; this paper and the law of confidence both apply.

  3. 03 Exclusions

    Confidential Information does not include information that (a) is or becomes public other than by a breach of this undertaking, (b) was already in the Receiving Party’s possession without duty of confidence, as shown by written records, (c) is independently developed without use of Confidential Information, or (d) is received from a third party free to disclose it.

  4. 04 Use and care

    The Receiving Party will use Confidential Information only for the Purpose, will keep it no less carefully than its own most sensitive files, and will disclose it only to personnel, counsel, and professional advisers who need it for the Purpose and who are bound by written duties no less strict than these. The Receiving Party is responsible for those persons. It will not use Confidential Information to train, fine-tune, or prompt a model. The Operator may process the signatory’s personal data (name, title, firm, contact) to administer the room and this file, including transfer outside Singapore on PDPA-comparable terms.

  5. 05 No residuals on the rails

    The Receiving Party does not receive a residuals licence. It will not use, copy, or reconstruct the Company’s or the Operator’s access-control matrix, vault design, escrow dual-control, shipping graph, or named counterparties, except for the Purpose. General market skill and publicly available know-how are not Confidential Information. Specific operational information in the room is.

  6. 06 No circumvention

    The Company has a legitimate interest in its trade connections, separate from confidentiality. For twenty-four (24) months, the Receiving Party will not, without the Company’s prior written consent, approach, solicit, or transact with a mine, processor, carrier, bank, or offtaker that was first identified to it as Confidential Information in the room, in respect of the same mineral and origin, except through the Company or as the Receiving Party can show it already dealt with independently. This clause is limited in time and subject-matter so that it is no wider than that interest.

  7. 07 Compelled disclosure

    If law, regulation, a court, or a competent authority requires disclosure, the Receiving Party will, to the extent lawful, give prompt written notice so the Company may seek an injunction or confidentiality directions, and will disclose only what is required.

  8. 08 No licence, no deal

    No licence is granted. Neither party is obliged to proceed with an investment or any other transaction. An indication of interest is not a subscription and creates no obligation to issue or acquire securities.

  9. 09 Return and destroy

    On written request, or when the Purpose ends, the Receiving Party will destroy or return Confidential Information, except one copy retained by counsel under continuing duty, and copies the Receiving Party is required by law or bona fide internal compliance to keep.

  10. 10 Term

    This undertaking starts when the Receiving Party files it and continues for twenty-four (24) months. Clauses 5, 6, 8, 11 and 12 survive. Information that retains the necessary quality of confidence remains protected while it does.

  11. 11 Relief

    A breach may cause harm that damages cannot cure. The Company and the Operator may seek injunctive or other equitable relief without proving actual damage, in addition to other rights. Any interim injunction remains subject to such undertaking as to damages (and fortification, if any) as the court or tribunal requires. The parties do not waive that requirement.

  12. 12 Law, seat, signature

    This undertaking is governed by the laws of Singapore. Any dispute is referred to arbitration in Singapore under the Arbitration Rules of the Singapore International Arbitration Centre, in English, before one arbitrator. Either party may seek interim relief from the courts of Singapore or any other court of competent jurisdiction. The Operator is a party for hosting and for enforcing clauses 4, 5, 11 and 12, and may do so under the Contracts (Rights of Third Parties) Act 2001; no other third party may. The parties agree that filing through a named seat — identifying the signatory and indicating intention to be bound — is a method as reliable as appropriate for the Electronic Transactions Act 2010. The signatory warrants they are a director, partner, or duly authorised attorney of the Receiving Party. English is the language of this paper.

House template. Not legal advice. Not an offer of securities. A live close uses counsel’s paper.

Why Singapore, specifically

Nine points a fund counsel will test.

Two layers, not one

Singapore has no Trade Secrets Act. Confidence is contract plus equity. The Court of Appeal in I-Admin (Singapore) Pte Ltd v Hong Ying Ting [2020] SGCA 32 asks whether the information has the necessary quality of confidence and was imparted in circumstances importing an obligation of confidence. A gated room, a named seat, and this paper are those circumstances. Vague “all information” clauses fail. Ours names the pack.

Access is the consideration

A one-way NDA is still a contract: offer, acceptance, consideration, intention. The Receiving Party’s consideration is admission to the room. We do not execute this as a deed — some deeds sit outside the ETA.

Electronic filing is valid — if it identifies you

The Electronic Transactions Act 2010 s.8 treats an electronic signature as a signature if the method identifies the person, shows intention, and is as reliable as appropriate. A named seat, typed name, title, and two ticks meet that for a commercial NDA. It is not a “secure electronic signature” (no statutory presumption). Keep the log. Wills, some trusts, and powers of attorney are excluded — this paper is not those.

Who can bind the fund

An NDA signed by someone without authority may not bind the company. The signatory warrants they are a director, partner, or duly authorised attorney. A junior associate ticking a box is not enough on a live close.

Non-circumvention is a restraint of trade

Under Man Financial v Wong Bark Chuan David [2008] 1 SLR(R) 663, a restraint is prima facie void unless it protects a legitimate interest over and above confidentiality, and is reasonable in time and scope. Clause 6 is limited to counterparties first named in the room, the same mineral and origin, and 24 months. A worldwide ban on any dealing with any bank would not hold.

No US-style injunction bond

Singapore courts apply American Cyanamid: serious question to be tried, then balance of convenience. They almost always require an undertaking as to damages, sometimes fortified. You cannot contract out of that. Clause 11 does not pretend otherwise.

SIAC, not a public trial, for the fight

Family offices do not want the High Court as the main forum. Seat is Singapore. Rules are SIAC. Language is English. One arbitrator. The courts of Singapore remain available for interim relief under the International Arbitration Act. That is the market paper for a cross-border desk.

This is not an offer

The Securities and Futures Act 2001 still applies when an offer is made. An NDA is not an offer. An indication of interest is not a subscription. A live round sits under a private placement or accredited/institutional exemption, with MAS advertising restrictions. Counsel files that paper. This one does not.

PDPA sits on the signatory, not the tonne

Name, title, and a natural person’s identity are personal data. The Operator processes them to run the room and keep the file. Transfers out of Singapore need a PDPA-comparable obligation. Cargo, LEIs of entities, and index prices are not personal data.

Not legal advice. Not an offer of securities. Filing on a listing records the undertaking to your named seat.