Skip to content

Projects Information

OFS/MODEC NDA Obligations

Can We Share Project Details with Suppliers?

No - Not without prior written consent from OFS.

Information Can Share? Conditions
OFS/MODEC (client name) No Requires written consent
End user name No Requires written consent
Project name No Requires written consent
Project existence No Clause 2.2 prohibits this
Technical specs/drawings No Requires written consent

What We Can Do

  • Share with JEN's own directors, officers, and employees (need-to-know)
  • Use information solely for the stated project Purpose
  • Disclose if legally compelled (subpoena, court order)

What We Cannot Do

  • Disclose to suppliers without OFS's prior written consent
  • Reveal the project exists or that we're working on it (Clause 2.2)
  • Reveal the NDA exists (Clause 2.2)
  • Use information for any purpose other than the specific project
  • Assign or transfer the agreement without consent

Export Control Considerations

For export-controlled equipment (e.g., Cisco, Servers, dual-use items), suppliers are legally required to verify end-user information before providing quotations due to regulations such as US EAR and EU Dual-Use.

This creates a conflict with restrictive NDAs like OFS/MODEC that prohibit disclosure of end-user details.

How to Handle Export-Controlled Items

Option 1: Get written consent (Recommended) Request permission from the client (e.g., OFS) to disclose end-user and project details specifically for export control compliance purposes.

Option 2: Rely on legal exception Most NDAs (including OFS Clause 5(d)) allow disclosure when required by law. Export control compliance is a legal requirement. However, best practice is still to notify the client first.

When signing restrictive NDAs for new projects, request upfront a blanket written consent:

"Client consents to JEN disclosing end-user information to suppliers solely for export control compliance purposes."

This avoids delays when sourcing controlled equipment.

Comparison: Hanwha vs OFS/MODEC

Aspect Hanwha NDA OFS/MODEC NDA
Share with suppliers Permitted Not permitted without written consent
Reveal project exists Yes No
Reveal end user/client Yes No
Return timeframe 30 days 10 days

Conclusion

OFS/MODEC NDA is more restrictive. Before contacting suppliers for quotations on OFS projects:

  1. Obtain prior written consent from OFS to share project details, OR
  2. Provide suppliers only generic specs without revealing OFS, client, or project name

NDA Obligations with Hanwha

Can We Share Project Details with Suppliers?

Yes - Clause 3.b permits disclosure to sub-suppliers/subcontractors.

Information Can Share? Conditions
Hanwha (purchaser name) Yes Stated in NDA preamble
Petrobras (end user) Yes Stated in NDA preamble
P91 (project name) Yes Stated in NDA preamble
Technical specs/drawings Yes Supplier must agree to confidentiality

What We Must Do

  • Inform suppliers of the confidential nature of any Confidential Information
  • Have suppliers agree to keep Confidential Information confidential
  • For detailed technical sharing, have suppliers sign a back-to-back NDA

What We Cannot Do

  • Use Confidential Information for any purpose other than P91 project
  • Share with parties who have no need-to-know for the project
  • Assign NDA rights without Hanwha's written consent

Conclusion

We can disclose Hanwha, Petrobras, and P91 to suppliers when requesting quotations. For detailed technical/commercial information, ensure suppliers have confidentiality obligations in place.