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|Mutual Non-Disclosure Agreement |
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MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made and entered into as of the last date signed below (the "Effective Date"), by and between:

AND

| | If a Company, please complete Part A |
| |If an Individual, please complete Part B |

Part A

|Full Legal Name: |……………………………………………………………………………………….. |
|Registration Number: |……………………………………………………………………………………….. |
|Jurisdiction: |……………………………………………………………………………………….. |
|Registered Office: |……………………………………………………………………………………….. |
|Correspondence Address: |……………………………………………………………………………………….. |
|Telephone Number: |……………………………………………………………………………………….. |
|Email Address: |……………………………………………………………………………………….. |
|Authorized Party: |……………………………………………………………………………………….. |
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|Part B | |
|Full Legal Name: |……………………………………………………………………………………….. |
|Passport Number: |……………………………………………………………………………………….. |
|Nationality: |……………………………………………………………………………………….. |
|Residential Address: |……………………………………………………………………………………….. |
|Correspondence Address: |……………………………………………………………………………………….. |
|Telephone Number: |……………………………………………………………………………………….. |
|Email Address: |……………………………………………………………………………………….. |
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Hereinafter collectively referred to as the "Parties".

WHEREAS, the Parties have an interest in participating in discussions for the purpose of evaluating potential business, employment and or investment relationships, wherein either Party might share information with the other that the Discloser considers to be proprietary and confidential to itself ("Confidential Information");

WHEREAS, the Parties agree that Confidential Information of a Party might include, but not be limited to that Party's, and its parent and subsidiary companies': (1) business plans, methods, and practices; (2) personnel, customers, investors, shareholders, and suppliers; (3) inventions, processes, methods, intellectual property, products, patent applications, and other proprietary rights; (4) specifications, drawings, sketches, models, samples, tools, ideas, concepts, computer programs, technical information, and (5) other related information;

WHEREAS, in this Agreement each Party is both a "Discloser" and a "Recipient" as appropriate.

NOW, THEREFORE, the Parties agree as follows:

Either Party may disclose Confidential Information to the other Party in confidence provided that the Discloser identifies such information as proprietary and confidential by marking it as 'CONFIDENTIAL' or by clearly identifying it using a similar designation, in the case of written materials, or, in the case of Confidential Information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the Confidential Information, such notification to be done orally, by email or other written correspondence, or via other means of communication as might be appropriate.

When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by a Party, the Recipient shall, for a period of five (5) years from the date of disclosure, refrain from disclosing such Confidential Information to any party without the prior, written approval from the Discloser and shall protect such Confidential Information from disclosure (including inadvertent disclosure) to a third party, using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care.

In the case of a company, the Recipient shall only disclose the Confidential Information to its directors, employees or advisers ("Third Party Recipients") who are required to know the Confidential Information, and must ensure that such Third Party Recipients are made fully informed of the proprietary, sensitive and confidential nature of the Confidential Information and only use or disclose the Confidential Information as required in connection with this Agreement (and then only on a confidential basis).

The Recipient shall designate key contact persons authorized to disclose and receive the Confidential Information and or respond to inquiries and matters regarding this Agreement, which persons shall fall within the designation of Third Party Recipients herein, and shall procure those Third Party Recipients to adhere to this Agreement as if they were named as a Recipient herein.

To avoid doubt, Confidential Information shall include Confidential Information disclosed to a Party prior to the Effective Date of this Agreement.

The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the Discloser of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.

Confidential information shall not be reproduced in any form except as required to accomplish the purpose of this Agreement; any reproduction of any Confidential Information of the other Party by either Party shall remain the property of the Discloser and shall contain any and all confidential and proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Discloser.

All Confidential Information disclosed under this Agreement shall be and remain the property of the Discloser and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party.

The Recipient shall honor any request from the Discloser to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes in any form related to such Confidential Information; at the further request of the Discloser, the Recipient shall provide the Discloser with a written acknowledgement in a form satisfactory to the Discloser, confirming and certifying that the Recipient has returned or destroyed such Confidential Information as contemplated herein.

The Parties agree that the Discloser will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.

All Confidential Information is provided in good faith and on an "as is" basis, the Discloser gives no representations or warranties, express or implied, with respect to any Confidential Information, including but not limited to a warranty against infringement, accuracy or completeness; except otherwise where the Discloser has willfully or maliciously provided false or misleading Confidential Information (capable of being proven via written evidence admissible in a court of law), the Discloser accepts no liability or responsibility for any errors, omissions, inconsistencies, misconceptions or inaccuracies in any Confidential Information or for any decisions made by the Recipient in reliance of the same.

The terms of this Agreement shall not be construed to limit either Party's right to develop independently or acquire products without use of the other Party's Confidential Information; the Discloser acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information.

13. Both Parties acknowledge that the other Party may introduce companies and or projects to the other Party arising out of or in relation to the Confidential Information, including but not limited to the provision of goods and services by one Party to the other ("Projects"); both Parties agree that, in the five (5) years from the Effective Date of this Agreement, neither Party or its affiliates shall directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, bypass or obviate the other Party's interest or the interest or relationship of that Party in relation to the Projects, unless a written agreement is reached between the Parties.

The Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:

a) is or becomes publicly known through no wrongful act of the Recipient, its employees, contractors, officers, directors, or agents; or

b) is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or

c) is approved for release (and only to the extent so approved) by the Discloser; or

d) is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.

15. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

16. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose or continue to disclose Confidential Information to the other Party or to enter into any other agreement.

17. This Agreement may be modified or amended only by way of written agreement between the Parties, and shall not be assigned by a Party without the prior, written approval of the other Party.

18. This Agreement shall remain in effect for a period of five (5) years from the Effective Date, except with respect to each disclosure pursuant to clause 2; this Agreement terminates earlier if and when the Parties enter into a further agreement that contains provisions superseding this one.

19. If any provision or portion of this Agreement is found to be unenforceable, then the remainder shall be enforced as fully as possible and the unenforceable provision or portion shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed in this Agreement.

20. This Agreement shall be governed exclusively, and construed and interpreted in accordance with the laws of Hong Kong, and the courts of Hong Kong shall have exclusive jurisdiction in relation to all matters arising under it.

EXECUTED AS AN AGREEMENT

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