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1、可编辑MUTUAL NON-DISCLOSURE AGREEMENTThis Agreement is made and entered into this day of (the “Effective Date”) by and between ,Company Registration No. , of (“ ”)., and , Company Registration No. , of(“ ”) , individually referred to as a “Party” and collectively referred to as the “Parties”.WHEREAS, t
2、he Parties may disclose to each other certain Confidential Information (as defined in Section 1 hereof) in order to evaluate the possibility of entering into the following agreement (hereinafter, such evaluation shall be referred to as the “Evaluation”);Agreement with regard todiscussing co-operatio
3、n possibility regarding mobile game development/publishing in the Peoples Republic of China and in the Southeast Asian territories.andWHEREAS, each Party agrees to keep the other Partys Confidential Information in confidence in accordance with the terms and conditions set forth in this Agreement;NOW
4、, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:1.DEFINITION1.1For the purpose of this Agreement, the following capitalized words shall be defined as follows:(1)“Affiliates” means any corporation or other legal entity in which either
5、Party hereto have an interest which secure 50% or more of the owners accumulated voting power. It shall also mean any corporation or legal entity in which the parent of either Party hereto either solely or jointly with one or more affiliated companies control 50% or more of the owners accumulated vo
6、ting power and in the case of a party; (2)“Confidential Information” means any and all information (whether technical or business or otherwise) concerning, owned or controlled by a Party and/or its Affiliates, oral or tangible, embodied or fixed on any medium, which medium includes but is not limite
7、d to, writing, facsimile, email, photograph, video tape, equipment, sample, CD-ROM, and which is:(a)marked “CONFIDENTIAL”, “PROPRIETARY” or with a similar legend; or(b)if disclosed orally or in other intangible form, designated as confidential at the time of disclosure, and/or a document describing
8、the contents and the date of disclosure thereof are sent to Recipient (as defined hereinbelow) within ten (10) days after such disclosure.(3)“Discloser” means the Party that discloses Confidential Information to the other Party.(4)“Recipient” means the Party that receives Confidential Information fr
9、om the other Party.1.2Notwithstanding paragraph (1) of Section 1.1 hereinabove, Confidential Information shall not include any information which Recipient can prove:(1)was publicly known when Recipient received it;(2)becomes publicly known through no fault of Recipient;(3)was already known to Recipi
10、ent (as properly evidenced) when Recipient received it without a duty of confidentiality;(4)is independently developed by Recipient without use of Confidential Information; or(5)is rightfully obtained by Recipient from a third party without a duty of confidentiality.2.CONFIDENTIALITY2.1Recipient sha
11、ll maintain Disclosers Confidential Information in confidence and shall not disclose or disseminate it to a third party. Recipient may disclose Disclosers Confidential Information only to its directors and employees who need to know it to carry out the Evaluation. Recipient shall treat Disclosers Co
12、nfidential Information with the same degree of care with which it treats its own confidential information of like importance, but no less than reasonable care, and shall take reasonable precautions for its safe custody.2.2Notwithstanding Section 2.1 above, in the event Recipient has obtained prior w
13、ritten approval of Discloser, Recipient may disclose Disclosers Confidential Information to a third party. In such event, Recipient shall impose the same obligations as those imposed on it hereunder to such third party and shall be responsible to Discloser for the observance of such obligations by s
14、uch third party.3.NO USE FOR OTHER PURPOSESRecipient shall not use Disclosers Confidential Information for any purpose other than the purpose of Evaluation, nor disassemble, decompile, reverse engineer, or take any other steps to derive a source code from Disclosers Confidential Information without
15、the prior written approval of Discloser.4.RESTRICTION ON REPRODUCTIONRecipient shall not make copies of Disclosers Confidential Information, provided however that, with the prior written approval of Discloser, Recipient may make copies thereof in the limited quantity approved by Discloser. Recipient shall treat such copies in the same manner that Recipient treats Disclosers Confidential Information.5.DISCLOSURE UNDER OPERATION OF LAWNotwithstanding anything to the contrary contained in this Agreement, Recipient is permitted to disclose Disclosers Confidential Informati
