NondisclosureAgreemen保密协议.docx

NON-DISCLOSURE, NON-COMPETE and NON-CIRCUMVENTION AGREEMENTThis Agreement is made by and between: - , an corporation having its principal place of business at 【】 Its IVA No.【】 (“Company”); AND- ., a 【】 Corporation having its principal place of business 【】,its registration No. in Shanghai Administration for Industry& Commerce is 【】. (“Confidant”)The Company and the Confidant individually referred to as the “Party” and collectively as the “Parties”,Whereas(i) is an international firm with a strong network in the international lifestyle and fashion world, formed by high reputation members of the international fashion with an outstanding professional skill that has created a unique concept, named the【】(ii) The Confidant is an independent company having interest to participate at the companys project. It will take full advantage of its information and other related resources to promote the companys Project in China and other related place.Now, therefore, in light of the above the Parties agree what follows Content of Disclosure and Complete of Disclosure and Compete:1. PurposeThe parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships connected to the companys project (the “Project”).This Agreement combines a non-disclosure, a non-competition, and a non-circumvention agreement. The parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, trade secrets, business entity formation and structuring, and tax planning connected to the Project. In connection with these discussions, it may be necessary and/or desirable for the Company to provide the Confidant with, or allow access to, proprietary, technical, or business data, and/or other confidential information of the Company. Therefore, the Confidant, individually, as well as on behalf of its Representatives (as defined below), agrees that it is under an obligation of confidentiality. The Company believes, and the Confidant hereby agrees, that the Confidential Information (as defined below) has significant commercial value that would be significantly diminished by unauthorized disclosure. Accordingly, the commitment of confidentiality in this Agreement is a condition to the Companys willingness to engage in the contemplated business discussions and planning. The Confidant agrees that it shall not use such information to its own advantage business or affairs, unless the same is done pursuant to a new agreement within all other signatories to this document.The Confidant shall be held responsible and liable in case of a breach of this Agreement both in its professional and personal capacity.2. Confidential InformationAll information about the Company, their shareholders, their subsidiaries and the business furnished by the Company or their Representatives (as defined below) to the Confidant or its Representatives(as defined below)in relation to the Project and all information regarding the Project of which the Confidant or its Representatives may become aware of, whether furnished or acquired before or after the date hereof, whether oral or written, and regardless of the manner in which it is furnished or acquired, is referred to in this letter agreement as “Confidential Information”.For the sake of clarity it is hereby understood that Confidential Information includes, without limitation and by mere way of example, the existence and the nature of this agreement (hereinafter the “Agreement”),any discussion contemplated herein with reference to the Project and all information and know-how of a legal, technical and/or business nature, such as financial data, projections, reports, customer and product lists, process designs, methods, formulae, drawings, specifications, software, trademark, sketches, photographs, plans, drawings, samples, reports, information obtained from previous or current participants in programs of the Company, and information relating to transactional procedures, real estate, regulatory, environmental, data protection and other information supplied by the Company or their Representatives to the Confidant and its Representatives in relation to the Project.The undertakings and restrictions set forth in this Agreement shall not apply, however, to information which: (a) is or becomes generally available to the public other than as a result of a breach by the Confidant or its Representatives (as defined below) of this Confidentiality Agreement; (b) was already lawfully available to the Confidant on a non- confidential basis prior to its disclosure by the Company or their Representatives (as defined below) on condition that the priority of the Confidant being aware of such information may be evidenced in writing; or (c) becomes lawfully available to the Confidant on a non-confidential basis from a person, other than the Company or their Representatives (as defined below), who has acquired such information lawfully and is not otherwise bound by confidentiality agreement with the Company or any Representative of theirs ,or is otherwise not underran obligation to the Company or any Representative of theirs not to transmit the information to the Confidant.AsusedinthisAgreement,theterm“Representative”means,astoanyperson,such personsdirectorindirectsubsidiaries,controllingpersonsandconnectedentitiesandtheirdirectors,officers,employees,agents,theadvisors(including,withoutlimitation, financialandtaxadvisors,legalcounselandaccountants)aswellas any bank or other financing entities. As used in this Agreement, the term “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual. 3.ObligationofConfidentialityExcept as required by law, unless otherwise agreed to in writing by the Parties, the Confidant agrees: (a) to keep all Confidential Information confidential and not to disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly involved in the Project or who otherwise need to know the Confidential Information for the purpose of evaluating the Project, (b) to cause those persons to observe the terms of this Agreement, (c) not to use Confidential Information for any purpose other than in connection with the Project in a manner that the Company have approved, (d) not to disclose to any person (other than those of its Representatives who are actively and directly involved in the Project or who otherwise need to know for the purpose of evaluating the Project and, in the case of its Representatives, whom it will cause to observe the terms of this Agreement) any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Confidant or its Representatives and (e) to inform all its Representatives of the confidential nature of the Confidential Information and, at its own expenses, to take all reasonable measures (including without limitation, the adoption of any appropriate remedy in order to secure performance of such Agreement) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.The Confidant undertakes to ensure that its Representatives (i) accept the provisions of this Agreement and therefore (ii) are directly liable towards the Company and their Shareholders for their breaches. The Confidant shall not disclose or communicate Confidential Information to any third party, except as herein provided. The Confidant shall protect such information from disclosure byreasonable means, including, but not limited, to at least the same minimal level of security that the Confidant uses for its mostcrucial proprietary andtrade secret information. The Confidants shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information. In the event that the Confidant is requested pursuant to, or required by, applicable law or regulation or by legal proceedings to discloseany Confidential Information or any otherinformationconcerning the Project,the Confidant agrees that it will (to the extent lawful) provide the Company with prompt notice in writing of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the Company with respect to the Confidant taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Agreement. In any such event the Confidant will use its reasonable best efforts to ensure that all Confidential Information and other information that is so disclosed will be accorded confidential treatment. The Confidant shall comply with all laws that may be applicable to the treatment, use, disclosure or storage of the Confidential Information. The Confidant undertakes to deal with such Confidential Information according to and in strict compliance with applicable laws and regulations. If the Confidant determines that it does not wish to proceed with the Project, it will promptly advise the Company of that decision. In that case, or in the event that the Company, in their sole discretion, so request or the Project is not consummated by the Confidant, the Confidant will, upon the Company request, promptly deliver to the Company all Confidential Information, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in its possession or in the possession of any of its Representative provided that, and without prejudice to the foregoing obligations of confidentiality, this sentence shall not apply to Confidential Information: (a) stored on any computer backup, archiving or disaster recovery system or (b) required by law or regulation to be retained by the Confidant. The Confidant agrees that unless and until a definitive agreement regarding a Project between the Company and/or their Shareholders, on one side, and the Confidant, on the other side, has been executed, neither the Company nor their Shareholders, nor the Confidant will be under any legal obligation of any kind whatsoever with respect to the Project by virtue of this Agreement except for the matters specifically agreed to herein. The Confidant further acknowledges and agrees that the Company and/or their Shareholders reserve the right, at their sole discretion, to reject any and all proposals made by the Confidant or any of its Representatives at any time. 4. Non-Competition obligation The Confidant agrees and undertakes not to use any Confidential Information to its own advantage in its own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. The non-competition provisions of this Agreement are an essential and material part of the entire Agreement. 5. Non-Circumvention The Confidant agrees that, without the Company prior written consent, it will not for a period of two years from the date hereof directly or indirectly solicit for employment, continuous consultation or cooperation in any capacity (including, without limitation, service agreements of any nature whatsoever) with any person who is now employed by (or under a service or consultancy agreement with) the Company or any of their Subsidiaries, except where this results from a response to a general public recruitment advertisement. 6. No Representations The Confidant understands that the Company make no representation or warranty as to the accuracy or completeness of the information provided to the Confidant. The Confidant agrees that neither the Company nor any of their Representatives shall be held liable for any and all consequences arising from the use of Confidential Information by the Confidant. 7. Confidants liability The Confidant acknowledges that money damages would not be a sufficient remedy alone for any breach of this Agreement by it or any of its Representatives. As a consequence of the above, without prejudice to the rights and remedies otherwise available to the Company, the Confidant agrees that the Company shall be entitled to relief by way of injunction or otherwise if the Confidant or any of its Representatives breach or threaten to breach any of the provisions of this Agreement. 8. Term This Agreement shall, by mutual consent of the Parties, remain in full force and effect from the date of signature by all Parties, the effective date being the date on which the last signature is made. The obligations under this Agreement will survive the termination of any discussions or negotiations between the Parties concerning the Project but will terminate upon either: (a) the end of a period of five years from the date of this Agreement in case negotiations between the Parties will end with no final and binding agreement being entered into with the Confidant with reference to the Project; or (b) in case a final and binding agreement is entered into with the Confidant with reference to the Project , the end of a period of five years from the date upon which the Project has come to an end.9. Applicable law and Jurisdiction This Agreement shall be governed by, and construed in accordance with the laws of Italy. The parties to this Agreement irrevocably consent and submit to the exclusive jurisdiction of the Courts of Italy and to the exclusive competence of the Tribunal of Milan with respect to any legal action, suit or proceeding arising out of or in connection with this Agreement. 10. Miscellaneous Except for the limited right to use granted in section 3 herein, no right or license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder to the Confidant by the Company No agency or partnership relationship is c