保密协议Confidentiality Agreement.doc

CONFIDENTIALITY AGREEMENTThis Confidentiality Agreement (hereinafter referred to as this “Agreement”) is entered into on _ the _, 2010 (hereinafter referred to as the “Effective Date”), by and between ABRO INDUSTRIES, INC., a company with its principal place of business located at 3580 Blackthorn Court, South Bend, Indiana 46628, the United States of America (hereinafter referred to as “ABRO”) and_, a _ company organized and existing under the laws of the Peoples Republic of China (hereinafter referred to as the “PRC”), with its registered address located at_, the PRC (hereinafter referred to as “_”).RecitalsWHEREAS, ABRO and _ wish to evaluate whether to enter into a cooperation arrangement according to which _ may invest certain amount of capital in ABROs motorcycle business for mutual benefits. ABRO owns proprietary information relating to production, financial system, marketing, and internal management of the said motorcycle business.WHEREAS, ABRO may, at its own discretion, provide to _ access to all or part of the Confidential Information as defined below for the purpose of enabling _ to determine whether to enter into a cooperation agreement with ABRO utilizing the Confidential Information in the motorcycle business operations (hereinafter referred to as the “Permitted Purpose”). _ acknowledges that the information it receives from ABRO is confidential as defined below. _will exercise its best efforts to ensure that any such Confidential Information shall be kept as Confidential Information of its own.WHEREAS, ABRO and _ desire to set forth certain terms and conditions under which such Confidential Information shall be provided to the _ for the Permitted Purpose.NOW, THEREFORE, in consideration of ABROs disclosure to _ of all or part of the Confidential Information and the covenants set forth herein, the parties hereto agree as set forth herein below:Agreement1. Confidential Information. “Confidential Information” shall include but not limited to all trade secrets, data, materials, technology, design, blueprints, drawings, specifications, models, prototypes, samples, computer programs, manuals, photos, business plans, software, marketing plans, financial information, internal management plans and other information disclosed or submitted, orally, in writing, or by any other media, by ABRO to _. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information which (a)is or becomes known to the public other than by breach of this Agreement; (b)is in _s possession prior to the time of the disclosure to _ by ABRO and was not acquired, directly or indirectly, from ABRO as evidenced by written records produced for ABROs inspection within thirty (30) days of disclosure by ABRO; or (c)is made available to _ by a third party who has the legal right to do so.2. Commencing with the Effective Date of this Agreement, and for a term of five (5) years following the later of (i) the termination of discussions between ABRO and _regarding the cooperation arrangement, or (ii) the termination of a cooperation agreement entered into between ABRO and _, _ shall hold in trust, and maintain as confidential, all the Confidential Information which has been or may hereafter be made available to it, directly or indirectly, by ABRO. The Confidential Information may not be copied by _ without ABROs prior written consent.3. _ shall not use any of the Confidential Information for any purpose except the Permitted Purpose. _ shall not disclose to any third party any of the Confidential Information unless they receive prior written consent of ABRO. 4. _ shall restrict access to the Confidential Information to its agents, employees, associates, contractors and any other third parties who require access to the Confidential Information to accomplish the Permitted Purpose (it being understood that any such agents or employees shall be informed by _ of the confidential nature of such Confidential Information and be directed by_ to treat such information confidentially). _ shall be and remain responsible for any violation of the terms of this Agreement by any aforesaid person or persons. 5. Should _ at any time be requested to do so, it shall return to ABRO the Confidential Information and all other written information, models, prototypes, samples, drawings, photos, designs, data and the like which they may have received relating to the Confidential Information and all copies of the same or any portions thereof, or, alternatively, _shall destroy the Confidential Information at ABROs instruction evidenced by acceptable certificates of such destructions to ABRO. Title to all tangible objects containing any of the Confidential Information shall belong to ABRO. Notwithstanding the return of the Confidential Information, _ will continue to be bound by its obligations of confidentiality and other obligations hereunder. 6. _ shall indemnify and hold harmless ABRO from any damage, lost, cost or liability (including investigation fees, legal fees and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized use or disclosure of the Confidential Information by _, its agents, employees, associates, contractors and any other third parties who have obtained access to the Confidential Information. _ also acknowledges that money damages would be both difficult to calculate and an insufficient remedy for any breach of the terms of this Agreement by _, its agents, employees, associates, contractors and any other third parties who have obtained access to the Confidential Information, and that any such breach would cause ABRO irrevocable harm. Accordingly, _ also acknowledges that, in the event of any breach or threatened breach of the terms of this Agreement, ABRO, in addition to all other remedies available to it, shall be entitled to obtain a court order restraining disclosure of Confidential Information and compelling _ to fulfill its obligations under this Agreement. Because of the intangible nature of the loss that ABRO may suffer as a result of disclosure or unauthorized use of Confidential Information, or other form of breach of this Agreement by _, the parties agree that ABRO may elect instead of actual damages proved, that _ shall at least pay to ABRO five hundred thousand U.S. Dollars (US$ 500,000), in addition, ABRO shall also be entitled to pursue other compensations available under the laws of the PRC.7. _ acknowledges that ABRO owns all the Confidential Information related to production, financial system, marketing, and internal management of the said motorcycle business. The terms of this Agreement shall not be construed to grant to _ a license under any circumstance whatsoever.8. No failure or delay by ABRO in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.9. This Agreement shall be governed by and construed in accordance with the laws