NON-DISCLOSURE AGREEMENT
This agreement is entered into and made effective on____________ by and between____With legal business address at_______ and____ WANFENG CIRCUIT(HK) CO.,LTD ____ with legal business address at Floor3, jingyuan industrial park, No.56, Tangtou Avenue,Shiyan Town, Baoan, SZ for their mutual benefit and pursuant to a working relationship For the purpose of this Agreement, the party disclosing its proprietary information shall be known as the “Disclosing Party” and the party to whom such information is disclosed shall be known as the “Receiving Party.”
In consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:
1. Confidentiality. All information disclosed to a Receiving Party, and all information generated by that Receiving Party based in whole or in part upon such disclosed information, in any form, whether or not in writing and whether or not labeled or identified as confidential or proprietary, shall be referred to in this Agreement as the “Proprietary Information.”
2. Use of Proprietary Information. Except as set forth in Section 3, below, a Receiving Party shall keep confidential the Proprietary Information disclosed to it by a Disclosing Party and shall not disclose such proprietary information to any third party. A Receiving Party shall use such Proprietary Information it receives only in furtherance of the discussions or contract dealings between the parties.
3. Limitation on Confidentiality. The obligations of each Party as Receiving Party under this
Agreement shall not apply to information which is: (i) now in or hereafter enters the public domain not as a result of the Receiving Party's violation of this Agreement, (ii) known to the Receiving Party prior to its disclosure to that Receiving Party by the Disclosing Party or developed at any time by the Receiving Party without the use of the Disclosing Party's Proprietary Information, (iii) disclosed to the Receiving Party by
a third party which has the legal right to disclose such information, or (iv) required to be disclosed by the Receiving Party by a governmental authority or by order of a court of competent jurisdiction, provided that advance notice of such disclosure is given to the Disclosing Party to the extent practicable.
4. Return of Proprietary Information. Upon written request from a Disclosing Party, the
Receiving Party shall return to the Disclosing Party all of its Proprietary Information which is in tangible form without keeping copies; provided, however, that the Receiving Party may keep such copies or retention of such copies is needed to satisfy its legal or regulatory obligations.
5. Remedies. Proprietary Information is a unique and valuable asset of its Disclosing Party and that Disclosing Party will be irreparably damaged if the Receiving Party breaches this Agreement. If the Receiving Party disseminates, publishes or discloses to any third party or uses in any other manner not permitted in this Agreement, any Proprietary Information in breach of this Agreement, or threatens or appears to be preparing to do so, in addition to any other remedy to which the Disclosing Party may been titled, the Disclosing Party shall be entitled to an injunction restraining the Receiving Party from breaching or further breaching this Agreement.
6. Term. The parties' respective obligations under this Agreement shall survive the termination of their dealings or discussions.
7. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Chinese Republic of China.
For and on behalf of For and on behalf of
Name: Name:
Title: Title:
Date: Date:
