Confidential Drawings and Controlled Project Files

General Terms of Non-Disclosure Agreement from Relia

1. Definitions

(A) Purpose: Any discussions and negotiations between or within the parties concerning or in connection with the establishment of a business relationship between the parties.

(B) Confidential Information: Any information or data relating to a party’s business or affairs (including but not limited to technology, whether or not patentable, know-how, technical knowledge, business plans, financial information, ideas, relationships with third parties, proposed agreements, methods, processes, products, research and development, analyses, techniques, software, formulations, data or other information ascertainable by the inspection or analysis of samples), disclosed whether in writing, orally, or by any other means to one party by the other party or by a third party on behalf of the other party, whether before or after the date of this Agreement.
Exclusions include information that:

1. Is in or comes into the public domain without breach of this Agreement;
2. Was already in the receiving party’s possession or independently developed without using the disclosing party’s Confidential Information;
3. Is obtained lawfully from a third party without breach of confidentiality;
4. Is disclosed by the disclosing party to a third party without restriction;
5. Is disclosed by the receiving party with prior written approval or after five (5) years from receipt.

2. Handling of Confidential Information

The receiving party shall maintain the other party’s Confidential Information in strict confidence, using the same level of care as it applies to its own confidential information. Disclosure shall be limited to employees or directors who need to know for the Purpose. Copies shall only be made as necessary for the Purpose and remain the property of the disclosing party. All Confidential Information and copies must be returned within 30 days of a written request.

3. Limitations and Warranty

(A) The receiving party shall not disclose Confidential Information to any third party, shall use it only for the Purpose, and shall not make commercial use without prior written consent. Disclosure required by law is permitted with at least two business days’ notice.

(B) Each party warrants it has the right to disclose its Confidential Information and authorize use for the Purpose.

4. Disclaimer

Confidential Information shall only be used for the Project. No rights, licenses, or conveyances are granted, unless expressly stated in a separate written instrument. No agency or partnership relationship is created. All rights are reserved by the disclosing party. Nothing in this Agreement restricts either party from engaging in its business outside this Agreement.

5. Notice

All notices must be in writing, sent by telex, facsimile, or first-class registered/recorded post to the addresses specified above or as updated in writing. Notices are deemed served the day after transmission or posting.

6. Duration

This Agreement remains in effect for five (5) years from the date of signature.

7. Non-Assignment

The Agreement is personal to the parties and shall not be assigned or transferred without prior written consent of the other party.

8. Entire Agreement, Governing Law and Jurisdiction

This Agreement constitutes the entire understanding regarding Confidential Information, superseding prior agreements. It is governed by the laws of the People's Republic of China. Parties submit to the non-exclusive jurisdiction of the Courts of China.

AS WITNESS, this Agreement has been signed on behalf of each party by its duly authorized representative as of the day and year first above written.