保密协议 英文标准版 NONDISCLOSURE CONFIDENTIALITY

Mutual Non-Disclosure AgreementThis Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into on this _____ day of _____________, 20____, by and between:Party A: ____________________________Address: ____________________________Contact Person: _____________________Party B: ____________________________Address: ____________________________Contact Person: _____________________(each a "Party" and collectively the "Parties")WHEREAS, the Parties are entering into certain discussions and negotiations with respect to potential business transactions or collaboration (the "Purpose");WHEREAS, in connection with the Purpose, the Parties may exchangecertain proprietary and confidential information (as defined below) (the "Confidential Information");WHEREAS, the Parties acknowledge that the Confidential Information is valuable and important to the disclosing Party and must be kept strictly confidential;NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:1. Definitions1.1 "Confidential Information" means any and all information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") pursuant to this Agreement, which information is marked or identified in writing by the Disclosing Party as confidential orproprietary at the time of disclosure. Confidential Information shall include, but not be limited to, technical data, specifications, designs, plans, drawings, calculations, formulas, recipes, intellectual property rights, know-how, trade secrets, and any other information that is valuable and not generally known to the public.1.2 "Purpose" means the discussions, negotiations, and potential business transactions or collaboration between the Parties.2. Use of Confidential InformationThe Receiving Party agrees that it will not use the Confidential Information for any purpose other than the Purpose. The Receiving Party shall only disclose the Confidential Information to its employees, agents, and representatives who have a need to know such information for the Purpose and who are bound by a duty of confidentiality equivalent to the terms of this Agreement. The Receiving Party shall be responsiblefor any breach of confidentiality by its employees, agents, or representatives.3. Non-DisclosureThe Receiving Party agrees that it will not disclose any Confidential Information to any third party, except as required by law or regulation, and will not use any Confidential Information for any purpose other than the Purpose. The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party and that the Disclosing Party may seek equitable relief, including injunctive relief, to enforce this Agreement.4. Duration of AgreementThe obligations of the Parties under this Agreement shall continue for a period of _____ years from the date hereof, provided that the Parties may agree in writing to extend the term of this Agreement.5. Return of Confidential InformationUpon the request of the Disclosing Party or the expiration or termination of this Agreement, the Receiving Party shall return allConfidential Information to the Disclosing Party, or, at the option of the Disclosing Party, destroy all copies of the Confidential Information in the possession or control of the Receiving Party and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.6. Representations and WarrantiesEach Party represents and warrants to the other Party that:6.1 It has the right to disclose the Confidential Information and to enter into this Agreement;6.2 The Confidential Information does not infringe upon the rights of any third party;6.3 It will comply with all applicable laws and regulations regarding the protection of the Confidential Information.7. Miscellaneous7.1 This Agreement may not be assigned by either Party without the prior written consent of the other Party.7.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.7.3 Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party.7.4 If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.7.5 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of the Parties.IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the date first above written.Party A:By: _____________________________Name: __________________________Title: __________________________Date: __________________________Party B:By: _____________________________Name: __________________________Title: __________________________Date: __________________________[1][2][3][4]。

保密协议(英文版)Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is entered into as of [Date], by and between [Party A Name], a [Party A Jurisdiction] corporation with its principal place ofbusiness at [Party A Address] ("Discloser"), and [Party B Name], a [Party B Jurisdiction] corporation with itsprincipal place of business at [Party B Address] ("Recipient").1. Purpose:The parties desire to discuss certain confidentialinformation for the purpose of exploring a potential business relationship. Discloser may disclose to Recipient certain confidential and proprietary information of Discloser, and Recipient may disclose to Discloser certain confidential and proprietary information of Recipient.2. Confidential Information:"Confidential Information" means all information, whether oral, written, or in electronic form, disclosed by one partyto the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, marketing strategies,financial information, technical data, trade secrets, andproprietary know-how.3. Non-Disclosure:Recipient agrees that it will not use any Confidential Information for any purpose other than as necessary to evaluate the potential business relationship between the parties. Recipient further agrees that it will not disclose any Confidential Information to any third party without the prior written consent of Discloser.4. Exceptions:The obligations of Recipient under this Agreement shall not apply to any information that can be shown to have been: (a) publicly known at the time of disclosure; (b) publicly disclosed subsequent to disclosure by Discloser through no fault of Recipient; (c) known by Recipient prior to disclosure by Discloser; or (d) independently developed by Recipient.5. Use and Return of Confidential Information:Recipient agrees to use the Confidential Information solely for the purposes of this Agreement and to return or destroy all Confidential Information upon the request of Discloser or upon termination of discussions between the parties.6. Duration:The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of this Agreement.7. Injunction:Recipient acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to Discloser for which monetary damages would not be an adequate remedy. Therefore, Recipient agrees that Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.8. Governing Law:This Agreement shall be governed by and construed in accordance with the laws of [Applicable Jurisdiction], without regard to its conflict of laws provisions.9. Entire Agreement:This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.10. Modification:This Agreement may not be amended except by a written document signed by both parties.11. Severability:If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.12. Counterparts:This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Party A Name]By: [Authorized Signature]Date: [Date][Party B Name]By: [Authorized Signature]Title: [Title]Date: [Date]。

保密协议中英文版confidentialityandnon-disclosureagreement保密和保密协议between[](togetherwithitsparents,affiliatesandsubsidiaries)and[](togetherwithi tsparents,affiliatesandsubsidiaries),inconnectionwiththeabovementionedproject( the“transaction”).[]and[]areindividuallyreferredtohereinasa“party”andcolle ctivelyreferredtoherei nasthe“parties”.itisanticipatedthatinconnectionwiththe transaction,thepartieswilldiscloseorcausetobedisclosedtotheotherpartycertainco nfidentialorproprietaryinformationandthepartiesareenteringintothisagreementtoa ssurethestrictconfidentialityofsuchinformation.accordingly,thepartiesherebyagr eeasfollows:双方将在中国成立一家合资控股公司，利用solarreserve技术开发、建造和运营太阳能光伏热电厂以及其他相关合作事宜。

基于上述项目（以下简称“交易”），双方，[]（及其母公司、分公司和子公司）和[]（及其母公司、分公司和子公司）已制定并签署本保密和保密协议（以下简称“协议”）议”）。

本协议中[]和[]被单独称为“一方”，统称为“双方”。

据估计本交易中，双方将向另一方披露或被要求披露其一定的机密或私有信息，因此双方订立本协议以确保该类信息的机密性。

三一文库（）〔保密协议英文版带翻译〕保密协议英文版带翻译由31doc整理，双方就各自的隐私签订保密协议，在期间不能违规公开机密，以下是小编整理的保密协议英文版带翻译NON-DISCLOSUREAGREEMENT保密协议ThisNon-DisclosureAgreement(theAgreement)ismadeande nteredintoasofthelaterofthetwosignaturedatesbelowbyandbetweenxxxxxxx.,aDelwarecorporation,and_________ ________.本保密协议(以下称协议)自xxxxxxx(一个位于Delware(特拉华)的公司)与_________________签订之日起生效。

INCONSIDERATIONOFTHEMUTUALPROMISESANDCOVENANTSCONTA INEDINTHISAGREEMENTANDTHEMUTUALDISCLOSUREOFCONFIDEN TIALINFORMATION,THEPARTIESHERETOAGREEASFOLLOWS:以本协议的双方相互承诺和保证以及双方不(对外)公开保密信息为对价，双方约定如下：1.DefinitionofConfidentialInformationandExclusions. 保密信息的定义及除外条款(a)ConfidentialInformationmeansnonpublicinformationthatapartytothisAgreement(DisclosingParty)designate sasbeingconfidentialtothepartythatreceivessuchinfor mation(ReceivingParty)orwhich,underthecircumstances surroundingdisclosureoughttobetreatedasconfidential bytheReceivingParty.ConfidentialInformationincludes ,withoutlimitation,informationintangibleorintangibl eformrelatingtoand/orincludingallbusiness,technical ,andfinancialinformation(including,withoutlimitatio n,specificcustomerrequirements,customerandpotential customerlists,marketingandpromotionalinformation,tradesecret,copyright,andtra demarkinformation,andinformationconcerningapartysem ployees,agents,divisions,practices,policies,operati ons,andpricinginformation),aswellasinformationrecei vedfromothersthatDisclosingPartyisobligatedtotreata sconfidential.ExceptasotherwiseindicatedinthisAgree ment,thetermDisclosingPartyalsoincludesallAffiliate softheDisclosingPartyand,exceptasotherwiseindicated ,thetermReceivingPartyalsoincludesallAffiliatesofth eReceivingParty.AnAffiliatemeansanyperson,partnership,jointventure,corporationorotherformofenterprise,domesticorforeig n,includingbutnotlimitedtosubsidiaries,thatdirectly orindirectly,control,arecontrolledby,orareundercomm oncontrolwithaparty.(a)保密信息意为本协议的一方(以下称公开方)向接收此等信息的一方(以下称接收方)指明信息为机密的非公开的信息，或应被接收方视为机密信息的信息。

英文保密协议A Confidentiality Agreement, also known as a Non-Disclosure Agreement (NDA), is a legal contract between two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. It is a common practice for businesses to use confidentiality agreements when disclosing their proprietary information to potential business partners, contractors, or employees. This agreement helps to protect sensitive information and prevent it from falling into the wrong hands.The purpose of a confidentiality agreement is to ensure that the information being shared remains confidential and is not disclosed to any unauthorized parties. This is particularly important when it comes to trade secrets, proprietary information, or any other sensitive data that could give a business a competitive advantage.In order for a confidentiality agreement to be legally binding, it must clearly outline the information that is considered confidential, the obligations of the receiving party, the time period for which the agreement is valid, and any exclusions from the agreement. It is important for both parties to fully understand the terms of the agreement and to seek legal advice if necessary.There are two main types of confidentiality agreements: mutual and one-way. A mutual confidentiality agreement is used when both parties will be sharing confidential information with each other. A one-way confidentiality agreement, on the other hand, is used when only one party will be disclosing confidential information to the other party.When drafting a confidentiality agreement, it is important to clearly define what constitutes confidential information. This may include business plans, financial information, customer lists, marketing strategies, product designs, and any other information that is not publicly available. It is also important to specify the purpose for which the information is being shared and to outline any exceptions to the confidentiality obligations.In addition to outlining the confidential information, a confidentiality agreement should also include provisions for how the information should be handled and protected. This may include restrictions on who can access the information, how it should be stored, and what measures should be taken to prevent unauthorized disclosure. The agreement should also specify the actions that will be taken in the event of a breach of confidentiality.It is important for both parties to carefully review and negotiate the terms of the confidentiality agreement to ensure that their interests are protected. This may include specifying the remedies that will be available in the event of a breach, such as monetary damages or injunctive relief. It is also important to consider the jurisdiction and governing law that will apply to the agreement.Overall, a confidentiality agreement is a crucial tool for protecting sensitive information and maintaining a competitive edge in the business world. By clearly outlining the terms of the agreement and ensuring that both parties understand their obligations, businesses can safeguard their valuable information and prevent unauthorized disclosure.。

保密协议范本英文版This Confidentiality Agreement （the ＂Agreement"） is entered into on Date by and between Party A: ＿_______________________________, and Party B: ＿_______________________________11 Definition of Confidential InformationThe term ＂Confidential Information" refers to any nonpublic, proprietary, or confidential information disclosed by one party （the ＂Disclosing Party"） to the other party （the ＂Receiving Party"），whether in writing, orally, or through any other medium This includes but is not limited to business plans, technical data, customer lists, financial information, research, marketing plans, and any other information that should reasonably be understood as confidential111 Exclusions from Confidential InformationConfidential Information does not include information that:1111 Is already known to the Receiving Party at the time of disclosure without breach of any obligation owed to the Disclosing Party1112 Is or becomes publicly known through no fault of the Receiving Party1113 Is received from a third party who did not acquire it under an obligation of confidentiality1114 Was independently developed by the Receiving Party without use of or reference to the Confidential Information112 Use of Confidential InformationThe Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or conducting business with the Disclosing Party The Receiving Party shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party1121 Limitation on DisclosureThe Receiving Party agrees to disclose the Confidential Information only to those employees, agents, or contractors who have a need to know such information for the purposes stated above and who are bound by obligations of confidentiality at least as stringent as those set forth herein1122 Required DisclosuresIf the Receiving Party is required by law, regulation, or court order to disclose any portion of the Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy The Receiving Party shall cooperate fully with the Disclosing Party in any effort to obtain such an order or other remedy113 Term and TerminationThis Agreement shall remain in effect for a period of Number years from the date of execution Upon expiration or termination of this Agreement, the Receiving Party shall return all Confidential Information to the DisclosingParty or destroy such information and provide a certificate of destruction upon request1131 Return or Destruction of Confidential InformationUpon the termination of this Agreement or upon the request of the Disclosing Party at any time, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof in its possession or control1132 SurvivalThe obligations of confidentiality and nondisclosure contained herein shall survive the termination or expiration of this Agreement114 RemediesThe parties acknowledge that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages alone would be inadequate Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek specific performance and injunctive relief as remedies for any breach or threatened breach of this Agreement1141 Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State/Country, without giving effect to its conflict of laws provisions1142 Dispute ResolutionAny dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the Arbitration Organization The arbitration shall take place in City1143 Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties1144 AmendmentsNo amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties1145 NoticesAll notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by registered or certified mail, postage prepaid, to the addresses set forth below:1146 AssignmentNeither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets1147 CounterpartsThis Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument。

保密协议NON-DISCLOSURE AGREEMENT本保密协议（下称“本协议”）于 2020 年8 月 20日由以下双方签署并生效：This Non-disclosure Agreement (this “Agreement”) is made and effective as of ( 2020.8.20 ), by and between前言Recitals为了推进有限公司和在 MES 项目的(以下简称“项目”)合作，各方可能向另一方披露一些披露方认为专有和机密的信息。

In order to facilitate the cooperation on MES （hereinafter referred to as “Program”）, between the parties, each party, Co.,Ltd.., or Co.,Ltd , may disclose to the other party certain information which the disclosing party considers proprietary and confidential.为了保护双方的所有者权益，以及避免任何的对双方交换的与合作项目有关的保密信息的披露和使用的误解，特签定如下协议。

In order to protect the proprietary interests of the parties and to avoid any misunderstanding as to the disclosure and use of information exchanged between them in connection with the Program, the parties agree as follows.1. 专有信息的定义Definition of Proprietary Information为本协议的目的，“专有信息”系指向接收方披露或接收方知晓之日尚未公开的与项目相关的涉及披露方和/或其客户的业务、事务、产品、研究和技术。

Non-disclosure agreementParty A:Party B:In line with the principal of equality and mutual benefit, Party A and Party B reached following agreement through friendly negotiation.1.Definition1.1 “Confidential Information “The term "Confidential Information" means any and all information and know-how of a proprietary, private, secret or confidential nature, in whatever form, that relates to the business, financial condition, technology and/or products of the Discloser, its customers, potential customers, suppliers or potential suppliers, provided or disclosed to the Recipient by the Discloser, or any on its behalf, or which otherwise becomes known to the Recipient, whether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustration and not limitation, Confidential Information includes all forms and types of financial, business, technical, including but not limited to specifications, designs, techniques, processes, procedures, methods, compilations, inventions and developments, products, samples, algorithms, computer programs (whether as source code or object code), data, marketing and customer information, vendor information, personal information, projections, plans and reports, and any other data, documentation, or information related thereto, as well as improvements thereof, whether in tangible or intangible form, and whether or not stored, compiled or memorialized in any media or in writing, including information disclosed as a result of any visitation, consultation or information disclosed by Parties to this Agreement or other parties on their behalf such as consultants, clients, suppliers and customers, etc. The Discloser shall determine in its sole discretion what information and materials it shall disclose to the Recipient.1.2Any of "including," "especially" or any other similar term expression of the statement isdrawn to be understood as illustrative and do not affect the meaning of the word before.1.3Personal comprises legal entities, unincorporated organization or partnership.2.Obligation of recipient2.1 Recipient agree to maintain confidential information and not convey or disclose to any others, moreover, Should not be allowed to or disclosure of confidential information is communicated (whether written or oral, or any other manner) to any other person. Confidential information shall be only to need to obtain for the purpose of this agreement to the managers, employees, consultant or agent of party B. Party is responsible for the confidentiality obligations and tort liability of its managers, employees, consultants and agents.2.2 Party should not use this confidential information for any competitive or commercial purpose.2.3 Party shall ensure safety of all confidential documents and files or other storage in CD, tapes or other media. Party B shall notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement.2.4 Confidential Information shall not include the following:2.4.1 Has been known to the public when released to the Party B (Instead of party B or any otherviolation of the terms of this agreement disclosed)2.4.2 Has been known to the public after released to the Party B (Instead of party B or any other violation of the terms of this agreement disclosed)2.4.3 Information that the Receiving Party already had in its possession legally prior to acquiring the same from the Disclosing Party in accordance with the terms of this Agreement and which is not subject to any other duty of confidentiality binding on the Receiving Party.3. Publication and disclosure3.1The disclosure of the Confidential Information made by the Receiving Party in accordance with applicable laws, regulations or the order of court, government authority or organizations (authorized by the law or regulations) is not subject to the terms of this Agreement, provided that the Receiving Party shall give prompt notice to the Disclosing Party of the request for such disclosure.4. Return of confidential information4.1 Recipient shall preserve all confidential information from disclosing Party according to terms and conditions of this agreement, and any other written records.4.2 Recipient shall do following in (30) work days and cost shall be borne by recipient.4.2.1 Recipient shall either destroy or return to discloser immediately upon its request all copies of confidential information and all documents and any all documents and any all materials (in any medium) without retaining any copies thereof.4.2.2 Recipient shall destroy all documents of analysis, edit and research proposed by recipient.4.2.3 Recipient shall obliterate all of confidential information from computer, word processor or any other media.4.2.4 Shall certify in writing of receiving such a request, its compliance with the terms of this provision.4.3The disclosure of the Confidential Information pursuant to this Agreement shall not grant the Recipient any express or implied license or right in such Confidential Information, including without limitation any right or license to any patent, trademark, copyright, trade secret, moral right or any other right recognized by any law or regulation of any jurisdiction worldwide (collectively, “Intellectual Property Rights”).5. EntitiesRecipient confirmed that it is as a statutory corporation, rather than any other client, the agent or broker.6. TermThe obligations set out in this Agreement shall be continuing, in particular, they shall continue in full force and effect indefinitely notwithstanding the termination of negotiations or discussions between the Company and the Participant.7. Remedies and indemnities7.1 Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.7.2 Without any prejudice to any other rights and remedies to Party A, in this case Party B should agree with valuable of confidential information and may not be used as compensation in violation of the terms of agreement. Accordingly, party b agrees that party B has any actual orthreatened against the terms of this agreement; party A shall be entitled to receive imperative remedies and other equitable relief.8. IndemnityParty B shall be responsible for any breaches of any terms and condition of this agreement. Party B shall be liable for its managers, employees, consultants or agents of unauthorized use or confidential information, or any other breach under the terms and conditions of this agreement shall, directly or indirectly lead to all costs, expenses, losses pushed for damage(including but not limited to legal fees), Compensate for the Party A or make it to compensate.9. AmendmentAny amendment or modification to this Agreement shall come into force only after a written amendment agreement is signed by the Parties10. Severabilityif any part, clause, or condition of this agreement is held to be partially or wholly invalid, unenforceable, or inoperative for any reason whatsoever, such shall not affect any other provision or portion hereof, which shall continue to be effective as though such invalid, inoperative, or unenforceable part, clause or condition had not been made.11. Notice11.1 All notices made under this Agreement shall be in writing and shall be deemed to have delivered via E-mail, postage prepaid by certified mail( airmail if located aboard) or when sent via facsimile and confirmed, all to the addresses as applicable. Address should be on the first page of mail.11.2 It’s deeming to send as followed condition:11.2.1 Mail has been delivered to nominated address;11.2.2 Prepaid certified mail is deemed to receive in the second workday.11.2.3 Airmail is deemed to receive in sixth workday.11.2.4 Facsimile is deemed to receive while sent.Additionally, Such as notification issued by hand delivery or facsimile in non-working day or four o’clock in the afternoon, it will be considered in the next days, send or make.11.3 When delivery to court documents, such regulation is inconsistent with civil procedure and the provisions of this section will not be applicable.12. Governing law and jurisdiction12.1 This agreement shall be governed by and be interpreted in accordance with the laws of the People’s Republic of China12.2. Any result of the implementation of this agreement or disputes relating to this agreement, either party may appeal to Party A’s local People's Court.This agreement takes effect after signed by authorized representatives of both partiesParty A: Party B:( Stamp ) ( Stamp )Date:。

MUTUAL NON-DISCLOSURE AGREEMENTBETWEENParty A (Company Name)Company Address:ANDParty B (Company Name)Company Address:Purpose:Effective Date of Agreement:Term: yearsPeriod of Confidentiality: 3 years from the expiration or termination of theAgreementThis Mutual Non-Disclosure Agreement ("Agreement") is made and entered into, as of the Effective Date set forth above, by and between Party A and Party B.WHEREAS, Each of the Company is willing to provide certain Confidential Information (as defined herein) to the other solely in connection with the Purpose;In consideration of each party's grant of access to such information to the other, and intending to be legally bound, PARTY A and Party B agree as follows:1.CONFIDENTIAL INFORMATIONAs used in this Agreement, the "Confidential Information" of a party to this Agreement shall mean all confidential and proprietary information, data, documents, records, samples and other materials, visual, written, oral or electronic, regarding a party and its business, that is disclosed or furnished, whether before or after the Effective Date, by a party or any of its directors, officers, employees, affiliates, accountants, counsel or other agents, independent contractors, advisors or representatives (collectively, the "Representatives") to the other party . The parties acknowledge that Confidential Information of the other party includes, without limitation, financial, sales, operations and marketing information, contracts, personnel data, client-specific and vendor-specific information, formula, designs, inventions, drawings, models, product prototypes, manufacturing details, manufacturing equipment, plans, projections, practices or any other information labeled confidential or its equivalent. The parties also acknowledge that Confidential Information of the other party includes results or data derived from tests, analysis, or evaluation of the Confidential Information of that party. Confidential Information shall not include information that (i) is already known to the receiving party at the time of receipt; (ii) is identified by the disclosing party in writing at the time of disclosure as not being confidential in nature; (iii) is or becomes publicly known without breach of this Agreement by the receiving party; (iv) is lawfully received without restriction from a third party having full rights to disclose the same, and without breach of this Agreement; (v) has been or is independently developed by a party and not derived from Confidential Information of the disclosing party (provided such independent development can be documented by written evidence); (vi) is approved for release by written authorization of the disclosing party without restriction on disclosure or use thereof; or (vii) is required by law to be disclosed, provided that the disclosing party is given prompt notice of any such disclosure requirement so that it may seek an appropriate protective order or other assurance that confidential treatment will be accorded to any such Confidential Information.2.OWNERSHIP AND NO LICENSEEach party acknowledges that the Confidential Information of the other party is the exclusive property of the other party. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license, implication or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.3.OBLIGATIONS OF RECEIVING PARTYEach party agrees to maintain the confidentiality of the Confidential Information of the other party and not to disclose any Confidential Information of the other party to any person for any purpose; provided that Confidential Information may be disclosed to Representatives of the receiving party who need to know such information for the Purpose (it being understood and agreed that the receiving party shall advise such Representatives of the obligations under this Agreement.). Each party will be responsible for all breaches of this Agreement by any of its Representatives.E RESTRICTIONSEach party agrees not to use the Confidential Information of the other party in any way or for any purpose, whether for its own benefit or for the benefit of any other person, other than in connection with the Purpose. Neither party shall:a. use in whole or in part Confidential Information disclosed by the other partyunder this Agreement to manufacture any products, except as may be otherwise agreed by the parties in writing;b. reverse engineer any Confidential Information or any products related to theConfidential Information;c. analyze, utilize analysis tools or methods to reverse engineer or determine orattempt to determine composition, formulas or processes or other matters related to or concerning any Confidential Information of the other party or any products related to the Confidential Information of the other party; ord. reproduce Confidential Information of the other party unless essential to carryout the Purpose.5.NO PUBLICITYNeither party will, without the other party’s prior written consent, issue any news release, announcement, denial or confirmation of this Agreement or its terms and conditions, or in any other manner advertise or publish this Agreement or its terms and conditions.6.EXPORT COMPLIANCEThe parties acknowledge that the Confidential Information disclosed by each of them under this Agreement may be subject to export controls under the laws of the Korea.7.RETURN OF CONFIDENTIAL INFORMATIONUpon the termination or expiration of this Agreement, or at any time upon the written request of the disclosing party, each party shall promptly destroy or return to the other party the Confidential Information of the other party.8.WARRANTIESNeither party nor any of its Representatives makes any representations or warranties as to the accuracy or completeness of any Confidential Information provided hereunder, except as may be otherwise set forth in any definitive agreement executed by the parties.9.NO ASSIGNMENTThis Agreement is not assignable by either party, whether by operation of law or otherwise, without the prior written consent of the other party.10.GENERALThis Agreement shall be binding on and inure to the benefit of the parties, their successors, and assigns. This Agreement states the entire agreement between PARTY A and PARTY B regarding the Confidential Information disclosed in connection with the Purpose, and supersedes all prior or contemporaneous written and oral communications related to the subject matter of this Agreement. This Agreement may be amended only by a written agreement executed by PARTY A and PARTY B. The failure of either party to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision. This Agreement may be executed by facsimile or by electronic scanning. This Agreement may also be signed in counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.11.SURVIVALThe parties' confidentiality obligations under this Agreement shall continue until expiration of the Period of Confidentiality.ERNING LAWThis Agreement shall be governed by and construed in accordance with the laws of republic of China. without regard to its conflicts of laws provisions.[Signatures Follow]IN WITNESS WHEREOF, PARTY A and PARTY B, by their duly authorized representatives, have executed this Agreement as of the Effective Date.PARTY A COMPANY NAME. PARTY B COMPANY NAME.By: By:Name: Name:Title: Title :。

Mutual Non-Disclosure AgreementThis AGREEMENT made on this___________(“Effective Date”), by and between •甲方公司名地址AND•乙方公司名地址WHEREAS, the parties are currently engaged in discussion in contemplation of entering into an agreement for a business relationship between the parties, the nature and extent of which are not yet fully defined (the "Contemplated Transaction"); andWHEREAS, in order for such discussions to proceed, each party may find it necessary or desirable to disclose to the other certain technical and business information; andTHEREFORE, the parties hereby agree that the following terms and conditions shall govern the use and protection of certain confidential information (“Confidential Information”) disclosed by one party (“the Disclosing Party”) to the other party (“the Receiving Party”).1. Each party’s designated representative for coordinating disclosure and receipt of ConfidentialInformation is:For PARTY A: _________________________For COMPRO:_________________________2. “Confidential Information” of a party shall include the following:The Disclosing Party’s software programs and related documentation, and any business information, such as business plans, concepts, ideas, know-how, processes, techniques, programs, designs, formulas, algorithms or works-in-process; or marketing, technical,financial information, or any information regarding suppliers, customers, employees,investors, or business operations, as well as any other information that is marked or otherwise identified as confidential or proprietary, or that the Receiving Party knows or should know is confidential or proprietary and may be(i)conveyed in written, or graphic form(ii)disclosed orally or electronically; or(iii)Learned or observed in the course of discussions, studies, or other work undertaken between the parties.3. Each party agrees to safeguard all Confidential Information disclosed by the other inaccordance with the following:a) To use the same degree of care with to protect the Confidential Information which it usesto protect its own confidential information (but in no event with less than a reasonable degree of care);b) To not use the Confidential Information for any purposes other than evaluating andnegotiating the terms of the Contemplated Transaction.c) To not reproduce, distribute, prepare derivative works of, publicly display, perform orreverse engineer any such Confidential Information of the Disclosing Party.d) To limit the internal disclosure of Confidential Information to those employees having aneed to know such information and only for the purpose set forth in this Section 3;e) To advise any party to whom disclosure is made, that the Confidential Information is notat any time to be disclosed, given, or transmitted in any manner or form or for any purpose, to any other person, party, firm or corporation.4. The parties agree that their obligations hereunder shall not apply to information thata) Was in the Receiving Party’s possession before receipt from the Disclosing Party;b) Is or becomes known to the general public without improper action or inaction by theReceiving Party;c) Was rightfully disclosed to it by a third party, provided the Receiving Party complies withany restrictions imposed by the third party;d) Is independently developed by the Receiving Party without the use of the ConfidentialInformation provided by the Disclosing Party;e) Is disclosed by the Receiving Party with the Disclosing Party’s prior written approval; orf) Is disclosed pursuant to a court order provided the Receiving Party uses reasonableefforts to limit disclosure and has allowed the Disclosing Party to participate in theproceeding. In the event either party receives notice of any legal proceeding to compel disclosure of Confidential Information provided by the other, it will promptly notify theother party of such fact and afford it the opportunity to contest such proceeding;5. Neither party shall acquire any rights in or to the Confidential Information of the other underthis Agreement, except the limited right to use the Confidential Information for the purposes set forth herein, and there is no license conveyed hereunder to use, sell exploit, copy or furtherDevelop any such Confidential Information. Neither party has an obligation under thisAgreement to purchase or sell any service or item from or to the other party. Neither party has an obligation under this Agreement to commercially offer any products using orincorporating Confidential Information.6. This Agreement shall become effective as of the date of execution hereof and will remain ineffect for a period of five (5) year unless extended in writing by mutual agreement of the parties. Either party may terminate this Agreement for material breach thereof upon ten (10) days written notice.a) Upon termination of this Agreement, or upon request of the Disclosing Party, theReceiving Party shall return to the Disclosing Party all Confidential Information in tangible form provided by the other, including any copies made by the Receiving Party, and shall delete or erase all intangible Confidential Information of the Disclosing Party in itspossession. If requested by the Disclosing Party, an officer of the Receiving Party shall certify in writing that all such Confidential Information of the other was returned, erased or deleted.b) Notwithstanding any termination of this Agreement, the obligations of confidentiality setforth herein shall survive termination.7. Each disclosing Party represents that it has the right to make the disclosures under thisAgreement. The Confidential Information disclosed under this Agreement is delivered “as is”and the Disclosing Party makes no representation of any kind with respect to the accuracy of such Confidential Information or its suitability for any particular use.8. Nothing in this Agreement shall preclude either party from using, marketing, licensing and/orselling, any independently developed technology, software or data processing information and/or materials that is similar or related to the Confidential Information disclosed under this Agreement, provided the party has not done so in breach of this Agreement.9. Each party acknowledges that the Disclosing Party shall have the right to take all reasonablesteps to protect its Confidential Information, including, but not limited to, injunctive relief and any other remedies as may be available at law or in equity in the event the Receiving Party does not fulfill its obligations under this Agreement.10. This Agreement may not be assigned by either party without the express written consent ofthe other party and any purported assigned without such written consent shall be void. All additions and modifications to this Agreement must be made in writing referencing this Agreement and must be signed by both parties. This Agreement supersedes all priordiscussions and writings and constitutes the entire agreement with respect to the subject matter thereof. This Agreement shall be governed by and interpreted in accordance with the laws of P.R.C.., excluding its choice of law rules.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.For Visible Solutions Sdn. Bhd. By:Name:Title:Date: (DD/MM/YY) For Compro Technology, Inc. By:Name:Title:Date: (DD/MM/YY)。