NON-DISCLOSURE AGREEMENTThis Agreement made and entered into this _____ day of ________, (“Effective Date”), by and between__________________, a ________ corporation, having its principal place of business at ____________________________________(hereinafter called “X”), and _______________________________ , a Chinese corporation, having its principal place of business at ___________________________________(hereinafter called “________”), WITNESSETH:WHEREAS, X and ________ , both have as their purpose an interest in exploring a possible business relationship, and in order for the parties to explore this relationship, it may be necessary for the parties to disclose certain of their proprietary and other information to each other, which information each of the parties regards as confidential. This confidential information relates to specification, technology documents, trade secret, and so on.NOW, THEREFORE, the parties hereto agree as follows: 1. (a) All of the confidential information (hereinafter “Confidential Information”), including, without limitation, all information relating to business plans, financial or technical matters, trade secrets, designs, know-how, inventions, operations and any other information received or acquired by one party (“Receiving Party”) from the other (“Disclosing Party”) in the course of exploring the possible business relationship shall be in written form and marked “CONFIDENTIAL”, with the name of the Disclosing Party and the date of disclosure. If the Confidential Information is initially disclosed orally, it shall be reduced to written form by the Disclosing Party (including the date of the oral disclosure and name of the Disclosing Party) and presented or mailed to the Receiving Party within fifteen (15) days of the first oral disclosure. (b) The Confidential Information shall remain the property of the Disclosing Party. (c) All information disclosed which is not marked “CONFIDENTIAL”, or not reduced to written form and marked “CONFIDENTIAL” if initially disclosed orally shall be considered to be non-confidential, and shall not be subject to the obligations imposed by this Agreement. All Confidential Information disclosed under this Agreement shall be limited to the subject matter mentioned in the Recital. The existence and terms of this Agreement shall be treated as Confidential Information. 2. The Receiving Party shall:(a) hold the Confidential Information in confidence and not disclose it to third parties, except in the limited cases referred to in paragraph “6”; and(b) not use the Confidential Information for any purpose other than exploring or examining the possibility of a business relationship between the parties. 3. Either party hereto shall have the right, at any time, to terminate in writing the discussions and exchange of information in connection with the exploration of the possibilities of a business relationship between the parties without any further obligations or liabilities to the other party, other than the obligations of confidentiality hereunder, or any right or obligation relating to the Confidential Information hereunder. 4. (a) The obligations of the above paragraph “2” shall not apply to any information which:(i) is available to the public through no breach of this Agreement by the Receiving Party; or (ii) was in the possession of the Receiving Party prior to receipt from the Disclosing Party; or (iii) is received independently from a third party who is free to disclose such information to the Receiving Party; or (iv) is subsequently independently developed by the Receiving Party; or(v) has been or is made public by the Disclosing Party, such as by commercial use or sale or by publications or patents, or otherwise; or (vi) is approved for release by written consent of the Disclosing Party. (b) Disclosure of Confidential Information shall not be precluded if such disclosure is pursuant to the requirement or request of a governmental agency or by operation of law. Provided, however, the Receiving Party shall promptly give a written notice to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order. 5. All Confidential Information delivered to and/or in the possession of the Receiving Party shall be returned or delivered to the Disclosing Party, with all copies made thereof, in whatever form, if the Disclosing Party so requests. 6. The Receiving Party agrees that the Confidential Information shall be disclosed to only those people within its respective organizations or its agents, consultants, representatives or advisors who have a need to know the information and who are obligated under terms no less restrictive than those imposed by this Agreement on the Receiving Party. 7. Each party shall have the right to refuse to accept any information under this Agreement, and nothing。