CONFIDENTIALITY AGREEMENT

The Agreement, effective as of the date of the last signature below (the “Effective Date”), is between 【(NAME) CO., LTD.,】 a company, having its principal place of business at 【(ADRESS) 】 (“Party A”), and【【(NAME) CO., LTD.,】, a corporation, having its principal place of business at【 (ADRESS) 】 (“PARTY B“), individually a “Party” and collectively the “Parties.”

The Parties are interested in exchanging confidential or proprietary information to 【(PURPOSE_______) (the “PURPOSE”)】. A Party that discloses confidential information or as to which the confidential information relates is a “DISCLOSER” and a Party that receives the confidential information is a “RECIPIENT.”

The Parties therefore agree as follows:

Article 1. PRINCIPLE

The purpose of this Agreement is to prevent the unauthorized disclosure or use of confidential information.

Article 2. CONFIDENTIAL INFORMATION

“CONFIDENTIAL INFORMATION” means DISCLOSER’s information of a proprietary or confidential nature, whether disclosed orally, visually in writing or in the form of samples, computer software, electronic data or otherwise, including business plans, computer programs, concepts, techniques, processes, designs, circuits, specifications, drawings, and other know-how.

Article 3. TITLE

CONFIDENTIAL INFORMATION is and will remain the property of DISCLOSER.

Article 4. SECRECY OBSERVANCE

RECIPIENT shall keep CONFIDENTIAL INFORMATION secret and shall not disclose it to any third party（excluding parent companies and other affiliated companies, hereunter “Affiliates”） without the prior written consent of DISCLOSER. RECIPIENT shall observe the secrecy of the CONFIDENTIAL INFORMATION as if it were its own confidential information, including by taking at least reasonable precautions to safeguard it. RECIPIENT’s directors, officers, and employees (“Representatives”) and Affiliates must agree to terms of confidentiality at least as protective of CONFIDENTIAL INFORMATION as this Agreement, prior to receiving CONFIDENTIAL INFORMATION. Each Party is liable for its Representatives and Affiliates.

Article 5. EXCEPTION

CONFIDENTIAL INFORMATION does not include information that:

• (1) is already known to RECIPIENT at the time of disclosure hereunder without an obligation to keep it confidential;
• (2) is or becomes publicly available through no breach of this Agreement by RECIPIENT;
• (3) is received by RECIPIENT from a third party that has rights to make that disclosure;
• (4) is independently developed by RECIPIENT without access to or use of DISCLOSER’s CONFIDENTIAL INFORMATION; or
• (5) is approved for release in writing by DISCLOSER.

Article 6. USE OF INFORMATION

RECIPIENT shall only use DISCLOSER’s CONFIDENTIAL INFORMATION for the PURPOSE. RECIPIENT shall take all reasonable precautions to prevent unauthorized use or reproduction of CONFIDENTIAL INFORMATION. RECIPIENT shall not reverse engineer, disassemble, or decompile DISCLOSER’s CONFIDENTIAL INFORMATION.

In response to a valid order of a court or other governmental body, RECIPIENT may disclose DISCLOSER’s CONFIDENTIAL INFORMATION provided RECIPIENT first gives prompt notice to DISCLOSER of that court or governmental order and makes a reasonable effort to obtain a protective order requiring that the CONFIDENTIAL INFORMATION disclosed be restricted and used only for the purposes for which the court or governmental order was issued.

Article 7. TERMINATION OF USE

RECIPIENT shall cease to use the CONFIDENTIAL INFORMATION on the earliest of:

• (1) The date on which the Parties agree in writing that the aim of the use of CONFIDENTIAL INFORMATION is over;
• (2) The date on which DISCLOSER notifies RECIPIENT that it is in breach or default of any of the terms and conditions of this Agreement;
• (3) The date this Agreement is terminated; or
• (4) The date on which RECIPIENT receives from DISCLOSER a written request to return or destroy its CONFIDENTIAL INFORMATION.

Article 8. RETURN OF DOCUMENTATION

In the event of termination of use of CONFIDENTIAL INFORMATION under Article 7 or termination of this Agreement under Article 9, or on DISCLOSER’s request, RECIPIENT shall promptly cease using DISCLOSER’s CONFIDENTIAL INFORMATION and shall, at its cost, promptly return to DISCLOSER or, with the written permission of DISCLOSER, destroy that CONFIDENTIAL INFORMATION.

Article 9. VALIDITY

• (1) This Agreement will continue in effect until terminated. Any Party may terminate this Agreement at any time on 30 days’ written notice to the other Parties.
• (2) The obligations of RECIPIENT in this Agreement will survive for five years after the termination of this Agreement, unless the CONFIDENTIAL INFORMATION is a trade secret, in which case those obligations will remain in effect until that CONFIDENTIAL INFORMATION is no longer a trade secret.

Article 10. NO GUARANTEE

DISCLOSER is not responsible for any damage or loss resulting from the use of CONFIDENTIAL INFORMATION by RECIPIENT.

Article 11. NO LICENSE

Nothing in this Agreement grants RECIPIENT any right under any CONFIDENTIAL INFORMATION disclosed hereunder.

Article 12. ASSIGNMENT

This Agreement inures to the benefit of and binds the successors and assignees of RECIPIENT.

Article 13. INJUNCTIVE RELIEF

RECIPIENT acknowledges that the unauthorized use or disclosure of CONFIDENTIAL INFORMATION may cause irreparable harm and significant injury which could be difficult to ascertain. Therefore, RECIPIENT agrees that DISCLOSER may be entitled to enforce any provisions of this Agreement by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights or remedies which may be available at law or in equity.

Article 14. EXPORT CONTROL

RECIPIENT shall not export or re-export CONFIDENTIAL INFORMATION disclosed hereunder or any commodities using such CONFIDENTIAL INFORMATION to any country to which the applicable laws agreed to by the parties forbid export or, at the time of export, require an export license or approval, without first obtaining such license or approval.

Article 15.GOVERNING LAW

This Agreement is shall be governed as to all matters including validity construction and performance ,by and under the laws of 【（COUNTRY）】.

Article 16 .JURISDICTION

【A】
Parties hereto agree that the ＿＿＿＿＿＿＿ Court shall have competent and exclusive jurisdiction for the first instance over any lawsuit in connection with this Agreement
【B】
All disputes, controversies or differences arising out of or in connection with this contract shall be finally settled by arbitration in accordance with the laws and regulations of the host country. The place of the arbitration shall be 【CITY.】【COUNTRY】．

• The Parties are entering this Agreement as of the Effective Date.
• For PARTY A　
• By: ＿＿＿＿＿＿＿(signature)
• Name:＿＿＿＿＿＿＿
• Title:＿＿＿＿＿＿＿
• Date:＿＿＿＿＿＿＿
• For PARTY B 　
• By:＿＿＿＿＿＿＿(signature)
• Name:＿＿＿＿＿＿＿
• Title:＿＿＿＿＿＿＿
• Date:＿＿＿＿＿＿＿