Non-Disclosure Agreement
【*】, having its registered office in 【*】. Hereinafter referred to as “Sender”, of the one part
And
【*】, having its registered office in 【*】. Hereinafter referred to as the “Recipient”, of the other part, Hereinafter jointly referred to as “the parties”.
Hereby agree that the following terms and conditions hereinafter referred to as the “agreement” shall be applicable to all meetings and communications between employees and/or reprentatives of Sender and Recipient in connection with preliminary discussions regarding project of 【*】 for the specific purpo of 【*】 .
Disclosure
It will be necessary for Sender to disclo certain information in relation to the project in writing, orally and/or otherwi. The information may include, without limitation, specifications, drawings, samples, photographs, rearch and development activities, trade crets, customer lists, and/or names of suppliers.
Recipient must protect Sender’s confidential information and it shall be held in strict confidence and in safe custody by Recipient and can only be disclod to persons listed on a circulation control sheet approved by Sender.
Recipient may not u the confidential information for any other purpo than the specific project with Sender.
For the avoidance of doubt, Recipient may not approach, dispo or discuss with any competitor of Sender or any other third party, matters relating to the confidential information under this agreement.
The confidential information relating to the project will remain property of Sender and all material, not limited to hard copies of documents shall be returned to Sender after termination of the agreement.
For any new ideas, new development or results in manufacturing process, moulds, tooling or equipment which is made or realized by Sender during the project, all intellectual property rights remain the property of Sender.
Sender will provide all confidential information on an “as is” basis, without any warranty whatsoever, whether express, implied or otherwi, regarding its accuracy, completeness or otherwi, and Sender shall not be liable for any direct, special, incidental, conquential or other damages.
The Parties acknowledge that Sender will be irreparably harmed if the Recipient actually violates or threatens to violate its confidentiality obligations under this agreement.
Therefore, in the event of such actual threatened violation Sender shall be entitled to an injunction or any other appropriate steps regarding any actual or threatened violation by the recipient or its employees.
Recipient will return all confidential information and any copies thereof to Sender within 30 days upon Sender’s first written request.
The confidential information does not include any information to the extent that Recipient can demonstrate that (i) at the time of disclosure to Recipient or any of the persons on the approved list such information was in the public domain; (ii) such information has subquently come into the public domain other than by reason of a breach of this agreement; (iii) such information was already lawfully in Recipient’s posssion as evidenced by Recipient’s written records; (iv) such information is independently developed by Recipient without u of or recour to confidential information of Sender.
In the event that the Recipient disclos any confidential information regarding the project the Recipi
ent will immediately be in breach of contract and a penalty of the amount of 【*】 will be sanctioned. This amount will not prevent Sender to take further actions towards the recipient. Transfer of rights/obligations
Recipient may not transfer or assign any or all of its rights and/or obligations or delegate the performance of any or all of its obligations under this agreement, directly or indirectly, through acquisition, merger or otherwi, without the prior written connt of Sender.
Nothing herein contained shall be construed as grant by implication, estoppels or otherwi, of a licen of any kind by Sender to to make, have made, u or ll any product using confidential information or as a licen under any patent, patent application, utility model, copyright, mask work right, or any other intellectual property right.
Disclosure of confidential information does not imply or obligate either party to enter into any binding arrangement or agreement unless executed in writing by duly authorized reprentatives of both parties. Indemnification
In the event of breach of this agreement, Recipient shall indemnify and hold harmless Sender for any and all loss, liabilities or costs directly caud by a breach of the terms of this agreement by R
ecipient or any of its reprentatives and/or affiliates.
Recipient accepts that any payment of indemnification under this clau will not relea Recipient from its ongoing obligations under this agreement.
Non-solicitation
Recipient undertakes that it shall not for a period of two (2) years after the date hereof solicit or Endeavour to entice away, employ, offer employment to or contract for the rvices of any person who is or was an employee of Sender as at the date hereof.
Term
This agreement shall come into force on the date hereof and shall remain in force without any time limitations.
Governing law and jurisdiction
The rights and obligations t out in this agreement shall be governed by and construed in accordance with laws and regulations of People’s Republic of China and any dispute, controversy or
claim arising out or in connection with this agreement, or the breach, termination or invalidity thereof, shall be finally ttled by China International Economy and Trade Arbitration Committee Shanghai Branch.. The place of arbitration shall be Shanghai, China, and the arbitration proceedings shall be conducted in the Chine language unless both of the parties require that the arbitration proceedings shall be conducted in the English language.
AS WITNESS, the duly authorized reprentatives of the parties have signed this agreement
Date
Date
On behalf of Recipient On behalf of Sender
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