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1、NON-DISCLOSURE AGREEMENTbetweenandWHEREASThe parties may have disclosed and will further disclose certain confidential information (hereinafter referred to as “Information”) for the purpose of (hereinafter referred to as “Purpose”).WHEREASThe parties wish to define their rights and obligations with
2、respect to said Information by establishing the basis upon which said Information and/or documents will be disclosed by one party (hereinafter referred to as the “Disclosing Party”) and received, held, safeguarded by the other party (hereinafter referred to as the “Receiving Party”).1. For the purpo
3、se of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Purpose, including but not limited to analyses, studies, knowledge and samples but excluding information which:() is publicly available or becomes publicly avail
4、able (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement); or() was available (as can be demonstrated by the Receiving Partys written records or other reasonable evidence) to the Receiving Party or another person to whom it is furn
5、ished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or() becomes available to the Receiving Party (as can be demonstrated by the Receiving Partys written records or other reasonable evidence) from a source other than the Disclosing Party, which source
6、 is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or() is independently developed by the Receiving Party; or() is required to be disclosed, retained or maintained by law or any regulation or any governmental organization.2. Both parties shall
7、() treat the Information with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Partys own information of like importance which is to be kept confidential;() keep the Information relating to the other party secret and confidential and not disclos
8、e any of it to any other person other than the Receiving Partys directions, employees, advisers or subsidiaries and affiliates who need to know the same for the Purpose;() use the Information only for the Purpose unless the Disclosing Party gives its prior written consent to such Information being u
9、sed for some other agreed purpose;() keep the Information, relating to the Disclosing Party, and any copies thereof secure and in such way so as to prevent unauthorized access by third party, nor make any copies of it or reproduce it in any form;() ensure that its advisers comply with the terms of t
10、his Agreement.3. Either party shall have the right to refuse to accept any Information under this Agreement prior to any disclosure and nothing herein shall obligate either Party to disclose any particular Information.4. All Information exchanged between the Parties pursuant to this Agreement shall
11、upon respective request of the Disclosure Party either be returned to the Disclosing Party or be destroyed. On request the Receiving Party shall supply a certificate signed by any of its directors confirming the destruction of the Information.5. The Information, relating to the other party, shall re
12、main the property of such other party (as Disclosing Party) and its disclosure shall not confer on the other party (as Receiving Party) any rights. No license is hereby granted by either party to the other party, directly or indirectly, under any patent, trademark, trade secret or other intellectual
13、 property.6. The parties disclaim any warranty (including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement) regarding Information under this Agreement.7. The Agreement shall continue in force for three years from the signing of this Agreement.
14、Thereafter it shall automatically continue unless terminated upon thirty days prior notice in writing. The obligations accruing prior to termination as set forth herein, shall, however, survive the termination of this Agreement for a period of two years.8. The parties hereby submit to the exclusive
15、jurisdiction of the China courts. Venue shall be Shanghai, P.R.China.9. This Agreement shall be governed by and construed in accordance with China law.10. If any of the provisions of this Agreement are or become wholly or partly void, invalid or unenforceable, this shall not affect the validity of t
16、he remaining provision.11. The provision of this Agreement may not be modified, amended, nor waived, except by a written instrument duly executed by the parties hereto. The requirement of written form can only be waived in writing.12. This Agreement may not be assigned by either party without the prior written consent of the other.13. Insofar as one of the parties undergoes a transformation by change in its legal form preserving its identity or by a c
