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CONFIDENTIALITY AGREEMENTThis Confidentiality Agreement is made on date, by and between:1. , a company established and existing under the laws of , whose principal place of business is at (hereinafter referred to as “Company A”); and 2. , a company established and existing under the laws of , whose principal place of business is at (hereinafter referred to as the “Company B”).Company A and Company B hereinafter are collectively referred to as the “Parties”, and individually referred to as a “Party”.RecitalWHEREAS, the Recipient desires to acquire certain information relating to the Discloser and its Related Parties for the purpose of (hereinafter referred to as the “Project”); and WHEREAS, for the above Project, the Discloser has agreed to, directly or indirectly through other parties, make available to the Recipient certain confidential information （as defined in Article 1）concerning the Discloser and its Related Parties.NOW THEREFORE, the Parties agree to enter into this Confidentiality Agreement (hereinafter referred to as the “Agreement”) under the following terms and conditions:Article 1Definitions and Interpretations1.1 Confidential Information means:(1) all non-public information and data (in whatever form and however communicated or maintained, whether orally, in writing, electronically or via any other medium) relating, directly or indirectly, to the a Party (hereinafter referred to as the “Discloser”), its Representative or the Project, that is delivered or disclosed by the Discloser or by any other persons on behalf of the Discloser to the other Party (hereinafter referred to as the “Recipient”) or its Representative.(2) all information, data, analysis, compilations, notes, studies, memoranda or other documents or materials derived from, containing or reflecting the information listed in section (1).1.2 Confidential Information does not include any information that:(1) is or becomes in the public domain prior to the disclosure thereof by the Discloser to the Recipient or enters into the public domain otherwise than through a violation of this Agreement or of other obligation of confidentiality owed to the Discloser by the Recipient or its Representatives after disclosure thereof by the Discloser to the Recipient; or(2) becomes available to the Recipient on a non-confidential basis from a source other than the Discloser who is not under any obligation of confidentiality or restriction of use to the Discloser in respect of such information or data; or (3) was lawfully in the possession of the Recipient before the information was disclosed to it by the Discloser as evidenced by written records.1.3 Related Party means，with to a Party, any person, which, directly or indirectly, is controlled by, under common control with, or in control of, such Party; the term control means having half or more shareholding interests, or the right to delegate, appoint or nominate most directors in the board, or the right to delegate, appoint or nominate the management.1.4 Representative means in relation a Party to this Agreement, any of its director, officer, affiliate, partner, employee, representative, agent, attorney, consultant and accountant, together with the management and employees of the persons mentioned herein.1.5 The term person as used in this Agreement shall include any company, organization or individual.Article 2Provision of Confidential Information2.1 Subject to the terms of this Agreement, the Discloser agrees to make available Confidential Information to the Recipient and wishes to ensure that the Recipient maintains the confidentiality of the Disclosers Confidential Information. 2.2 This Agreement applies to all Confidential Information, whether or not the Confidential Information was disclosed to or accessed by the Recipient on or before the date of this Agreement.Article 3Use, Disclosure and Return of Confidential Information3.1 The Recipient may use the Confidential Information solely for the Project and only when such use is necessary for the Project.3.2 The Recipient may only disclose Confidential Information:(1) to its Related Party or Representative solely on a need-to-know basis for the implementation of the Project and where such disclosure is necessary for the Project;(2) in accordance with Article 3.4; or(3) with the prior written consent of the Discloser.3.3 Any Party shall not, without prior written consent of the other Party, disclose to any person (1)the fact that discussions or negotiations are taking place concerning the Project; (2)any of the terms, conditions; or (3)other facts with respect to any such possible transaction.3.4 Notwithstanding other provisions of this Agreement, the Recipient may disclose the Confidential Information if mandatorily required by any applicable laws or by any legally binding ordered made by any governmental authority, judiciary, arbitral tribunal, stock exchange or other supervisory authority of competent jurisdiction provided that: (1) Before making such disclosure, the Recipient must, to the extent lawful and practicable, give the Discloser reasonable written notice of the full circumstances of the required disclosure and the Confidential Information that it, or its Representative, proposes to disclose.(2) In making such disclosure, the content of the disclosure shall be strictly limited to what is legally required to be disclosed and the Recipient shall make its best endeavors to, and procure its Representatives to preserve the confidentiality thereof. 3.5 Upon termination of the Project, termination of this Agreement, or the request of Discloser, the Recipient shall immediately:(1) return to the Discloser or its nominee, or destroy as the Discloser directs, all documents containing any Confidential Information (including all original documents, copies or reproductions or other media containing such Confidential Information capable of being destroyed by taking reasonable measures) which have been delivered or disclosed to the Recipient or its Representatives. For the avoidance of doubt, the above shall not apply to any Confidential Information which has been embodied or incorporated in any board minutes or other corporate or internal papers of the Recipient or written advice, memorandum or paper prepared by any Representative of the Recipient in connection with the Project, nor apply to copies of documents kept by the Recipient for records retention in accordance with mandatory requirements of law or regulation, provided that the Confidential Information so retained shall be subject to the Recipient or its Representatives continuous obligations and undertakings in respect of the Confidential Information contained in this Agreement.; and(2) erase any Confidential Information that has been entered into a computer database or other electronic means of data or information stored by the Recipient or any of its Related Parties or Representatives; and(3) certify in writing to the Discloser that it has complied with the requirements of this clause.Article 4Warranties of the Recipient4.1 The Recipient warrants applying at least the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient further warrants as providing adequate protection from unauthorized disclosure, copying or use.4.2 The Recipient warrants ensuring that its Representatives are aware of the undertakings set out in this Agreement and adequately comply with such undertakings as if they were parties to hereto.4.3 The Recipient shall be responsible in case that its Representatives use or disclose Confidential Information in violation of any of such undertaking.4.4 The Recipient shall immediately notify the Discloser in writing if it becomes aware or suspects that there has been a breach of the terms of this Agreement; and take all necessary steps, at its own expense, to prevent or stop any suspected or actual breach of this Agreement.Article 5Acknowledgement of the RecipientThe Recipient acknowledges and agrees that:(1) the Discloser and its Related Parties will not bear any responsibility (nor shall the Discloser or any of its Related Parties be liable) to the Discloser or any of its Representatives for the accuracy or completeness (or lack thereof) of the Confidential Information;(2) the Discloser and its Related Parties do not give any representation or warranty regarding the Confidential Information;(3) neither the Discloser nor any of its Related Parties have made any independent verification as to the accuracy or completeness of the Confidential Information;(4) neither the Discloser nor any of its Related Parties and/or its Representatives or otherwise provide additional information regarding the Proposed Transaction;(5) the Confidential Information may include forward-looking statements and projections, which are based on certain estimates and assumptions concerning anticipated results. Neither the Discloser nor any of its Representatives give any representation or warranty as to the reasonableness of such estimates or assumptions or the accuracy of any such statements or projections; and(6) the Confidential Information remains at all times proprietary property of the Discloser, and nothing herein shall be construed as granting to the Recipient or any of its Representatives of any rights other than a right to use the Confidential Information under Article 3.Article 6Indemnities and Remedies6.1 The Recipient shall indemnify the Discloser and its Related Parties against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses suffered or incurred by the Discloser and its Related Parties arising directly from or being directly in connection with any breach of this Agreement by the Recipient and/or from the actions or omissions of any Representative of the Recipient, but excluding any indirect or consequential losses, loss of profit or loss of reputation.6.2 The Recipient acknowledges that damages alone would not be adequate compensation for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Discloser shall be entitled to any other remedies available concerning any threatened or actual breach of any of the provisions of this Agreement, including, but not limited to, any injunctive relief or specific performance.Article 7Term and Termination7.1 The obligations of the Recipient herein shall continue for a period of Confidential Term can be required according to the real situation of the Project. From the perspective of the Discloser, if the information has strong confidential nature, the Discloser can require the Recipient to comply with the obligation of confidentiality in longer term or indefinitely. years from the date the Discloser last discloses any Confidential Information to the Recipient. 7.2 Termination of this Agreement shall not affect any power or accrued rights or remedies that the Discloser is entitled to, or restrict or otherwise limit any cause or action or claim arising from any prior breach of or failure to perform any duty or obligation under this Agreement by the Recipient. 7.3 Subject to the permitted disclosure provided in Article 3.4, the obligation of confidentiality shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against the Recipient, nor by the rejection of any agreement between the Discloser and Recipient, by an administrator of the Recipient in bankruptcy or by the equivalent of the foregoing. Article 8Notices8.1 A notice, consent approval or other communication (hereinafter referred to as the “Notice”) under this Agreement shall be made in writing and in English language, signed by or on behalf of the authorized person giving it, addressed to the authorized person to whom it is to be given and be delivered, sent by facsimile, registered airmail or by deliver in person to that persons address.8.2 Any Notice given by facsimile shall be deemed to have been received upon the time and date as stated in the transmission confirmation report, any Notice given by registered airmail shall be deemed to have been received on the seventh (7th) calendar days following the day sent, and Notice by personal delivery shall be deemed to have been received at the time the same is physically received by the recipient(s).8.3 For the purpose of this Article the addresses of the Discloser and the Recipient are set out below:Discloser:Mailing addressTelephone:Facsimile:Attn:Recipient:Mailing addressTelephone:Facsimile:Attn:Article 9Entire Agreement and Variation9.1This Agreement constitutes the entire understanding between the Parties and superseded all negotiations, prior discussions, or all previous agreements and understandings between the Parties relating to the subject matter of this Agreement. 9.2Neither the signing of this Agreement nor the Parties performance hereunder shall be deemed to create any relationship of partnership, agency, subcontractor, joint venture or any other relationship between the Parties which causes the Parties to bear joint responsibilities, nor shall be deemed that any Party is entitled to impose any obligations on the other Party except for those expressly provided in this Agreement.9.3No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorized representatives).Article 10AssignmentAny Party may not assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement without prior written consent of the other Party.Article 11SeverabilityIf any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable under any applicable law, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or impaired. The Parties shall use their best efforts to replace the relevant provisions with valid, legal and enforceable provisions the effect of which is as close as possible to the intended effect of the original provisions. Article 12Waiver12.1Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.12.2No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.Article 13Third Party Rights13.1This Agreement is made for the benefit of the parties to it and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.13.2This Agreement is made for the benefit of the Discloser and its Related Parties from time to time, and any Affiliate of the Discloser may enforce this Agreement as if they were the Discloser and a Party to this Agreement. Article 14Governing Law and Dispute ResolutionThis Agreement is governed by, and shall be construed in accordance with, the laws of the Peoples Republic of China. Any disputes, controversy or claims arising out of or in connection with this Agreement, including any question regarding the existence, validity, invalidity, breach or termination thereof, shall be referred to the China International Economic and Trade Arbitration Commission in Beijing and resolved by arbitration in accordance with the Arbitration Rules of the China International Economic and Trade Arbitration Commission in force when the Notice of Arbitration is submitted in accordance with these Rules, which rules are deemed to be incorporated by reference in this clause. Article 15Counterparts and Languages15.1 This Agreement may be executed in any number of counterparts, and all those counterparts together shall constitute one and the same instrument.15.2This Agreement is executed in both English and Chinese. Both language versions shall be equally authentic. If the Agreement is executed in the Chinese language only, then delete this section.IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.Discloser name Recipient nameSigned by:_ Signed by:_Name: Discloser rep name Name: Recipient rep name Title: _ Title: _Nationality: _ Nationality: _Page 10
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