Non-Disclosure Agreement

This Confidentiality Agreement (the "Agreement") is made and shall become effective as of [Dec 22, 2025] (date) between both Parties through friendly consultations and under the principles of equality, willingness, fairness, and honesty.

  • NAME, with its passport No. as XXXXXXXX (Hereinafter referred to as "Party A")
  • Business Connect China Company Limited, a Hong Kong corporation (Hereinafter referred to as "Party B")

Whereas:

One Party will receive some nonpublic, confidential, or professional information and materials (see the following definition of "confidential information") from the other Party in written or orally during the period when both Parties discuss about the cooperation and the subsequent cooperation period (hereinafter referred to as "cooperation period");

Both Parties agree to keep the abovementioned nonpublic, confidential, or professional information and materials confidential under and in accordance with this Agreement.

Therefore, both Parties hereby agree as follows:

Section 1 - Definition

Confidential information: any commercial, marketing, technical, operational data or materials of other natures related to the cooperation or generated by the cooperation that are provided by one Party ("disclosing party of confidential information", hereinafter referred to as "Disclosing Party") to the other party ("receiving party of confidential information", hereinafter referred to as "Receiving Party") during their cooperation. The information hereinabove includes, but is not limited to expert's personal information, such as name and passport number or Local ID, software, programs, inventions, processes, designs, drawings, know-how, projects, procedures, methods, hardware configuration information, customer lists, contracts, prices, costs, research papers, forecast and estimation, statements and reports, business plan, commercial secret, business model, company decision, and any or all commercial information, financial information, technical materials, production materials and meeting materials and documents, etc. related to research, development, production, product, service, customer, and market.

The confidential information hereinabove may be represented by data, words and tangible media such as material, CD, software and book that record the above content, or may be delivered by audio and visual forms such as oral form.

Section 2 - The confidential information shall not, however, include:

  1. 1、Information which has been available to or in the possession of the Receiving Party in a legal way when or before the Agreement is signed;
  2. 2、Information which has been in public domain or can be obtained from public when it is notified to the Receiving Party;
  3. 3、Information has been in public domain or can be obtained from public without prejudice to obligations under this Agreement.
  4. 4、Information which is independently developed by Receiving Party or its related or affiliated companies and the Receiving Party does not get any benefit from the information which the Disclosing Party or its related or affiliated companies get.
  5. 5、Information the Receiving Party is required to disclose by the court, law or administrative authorities (by means of orally asking question, inquiry, requesting for material or document, summoning, civil or criminal investigation, or other procedure). When such circumstance occurs, the Receiving Party shall promptly notify the other Party and make necessary explanation.

Section 3 - Obligations of Both Parties

  1. 1、Both Parties guarantee that the confidential information is only used for purpose of the cooperation.
  2. 2、Both Parties respectively guarantee to appropriately save the confidential information provided by the other Party.
  3. 3、Both Parties respectively guarantee to make the confidential information provided by the other Party confidential in accordance with this agreement, and keep it confidential by assuming at least the same protection measures and in the same cautious manner as that are applicable to its own confidential information before it becomes available to the public.
  4. 4、Both Parties guarantee that the confidential information shall also know to the other Party's responsible person and employees engaged in the research of this project. The confidentiality of the information and obligations shall be informed to the abovementioned personnel before confidential information is disclosed to them. The abovementioned personnel shall agree in writing and be bound by this Agreement so as to guarantee that the confidentiality obligations of the above personnel shall not be less than those stipulated in this Agreement.
  5. 5、The confidential information shall be deemed as the property of the Disclosing Party. As requested by the Disclosing Party, Receiving Party shall return all documents or other materials that contain confidential information to the Disclosing Party or destroy them as instructed by the Disclosing Party. As of the termination of the project, the Disclosing Party is entitled to request the Receiving Party in written form to return the materials of confidential information.
  6. 6、In case the confidential information provided by the Disclosing Party infringes intellectual property right of third party, the Receiving Party shall not be liable for any and all consequence wherefrom and shall be exempted from any claim arising out of the infringement. The Disclosing Party shall be responsible for all the losses incurred thereunder.

Section 4 - Liabilities for Breach

  1. 1、In case one Party violates the other Party's right on business secret or technology secret, the non-breaching party shall be entitled to require the breaching party to assume liabilities in accordance with relevant state laws and/or regulations.

Section 5 - Miscellaneous

  1. 1、Subject to any further written agreement that may be made between the parties hereto, all of the Recipient's obligations as to maintaining confidentiality in respect of the Confidential Information pursuant to the terms of this Agreement will terminate two (2) years after the date hereof, except Recipient's obligations in relation to any Confidential Information relating to, or comprising, any legal, commercial or financial information in connection with the Transaction will remain in place.
  2. 2、Dispute Settlement
    The parties hereby agree that any dispute between the parties regarding this Agreement shall be governed by the Laws of the State of New York. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and finally determined by arbitration in the State of New York, and in the County of New York, before a sole arbitrator, administered by JAMS in accordance with its International Arbitration Rules in effect at the time of the filing of a Request for Arbitration.
  3. 3、Any Party shall not alter or revise this Agreement unless otherwise agreed by both Parties in writing, exclusive of the situation where it is otherwise stipulated by the laws and regulations.
  4. 4、Both Parties may sign supplementary agreement for issues uncovered in this Agreement. The supplementary agreement shall be an integral part of this Agreement and has equal legal effect with this Agreement.
  5. 5、This Agreement is prepared in duplicate with each Party holding one original. Both originals have equal legal effect.

Party A:

Party B: Business Connect China Company Limited