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A. The above parties have entered into confidential discussions concerning a possible business relationship between them.
B. In order to facilitate such discussions certain confidential and proprietary financial or business information, including but not limited to reports, plans, accounts, documents, drawings, machines, writings, samples, tools, models, materials, know-how, and data relating to customers ("Information"), may be disclosed between the parties orally or in writing.
THEREFORE, it is agreed that:
1. Any and all written or oral Information marked by the disclosing party as "Confidential" or "Proprietary" or which is by its nature confidential shall be treated and maintained by each party as secret and confidential as shall the fact of all part of ongoing discussions between the parties.
2. The recipient of Information shall not disclose any Information to any third party, nor use such Information for any purpose not contemplated by this Agreement, without the prior consent of the disclosing party;
3. For a period of two (2) years from the date of this Agreement, Information disclosed pursuant to this Agreement, shall unless the disclosing party consents in writing, be restricted to those employees and persons in the recipient's organisation or a related body corporate of the recipient or the recipient’s consultants who need to know it in order to further discussions between the parties or to perform services specifically requested by one party or the other. Such employees or persons shall be notified of the confidential nature of such Information, and the recipient shall use the same degree of care in relation to the Information as it employs with its own confidential information, but in all events shall use at least a reasonable degree of care;
4. The obligations imposed upon the parties by this Agreement shall not apply to Information which:
a) becomes available to the public through no wrongful act of the recipient; or
b) is already in the possession of the recipient and not subject to an existing agreement of confidence between the parties; or
c) is received from a third party without restriction and without breach of this or any other confidentiality agreement; or
d) is disclosed pursuant to a Court Order or applicable law or a requirement or request of a government agency, but only to the extent so ordered, required or requested; or
e) is disclosed as required by the listing rules of any stock exchange where the parties are listed.
5. All Information furnished by one party to the other is considered loaned for use solely in connection with the discussions referred to in Recital A, and shall be returned or destroyed by the recipient to the disclosing party upon request by the disclosing party. The recipient shall certify that it has destroyed or returned all copies of the Information in its possession or under its control;
6. The recipient agrees that if it uses or discloses the information it receives pursuant to this Agreement it will do so in a manner that complies with the privacy laws in place in the jurisdiction of which this Agreement is governed and will indemnify the disclosing party against all damages, loss, costs and expenses, actions and claims arising out of a breach of those privacy laws by the recipient or its agents or employees.
7. The recipient acknowledges that any breach of this agreement may cause the disclosing party irreparable harm which is not able to be compensated by damages, and agrees that the disclosing party may seek and obtain injunctive relief to restrain any breach or threatened breach of this agreement by the recipient.
8. Neither party will be obliged to enter into any further Agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party as a result of any obligation or the provision of any Information under this Agreement;
9. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representations concerning its subject matter. No agent, employee or representative of either party has any authority to bind such party to any affirmation, representation or warranty not specifically included in this Agreement;
10. This Agreement is governed by the laws of P.R.C and the parties consent and submit to the jurisdiction of the courts of the P.R.C. and any courts entitled to hear disputes from them.