OEM/ODM Services Are Welcomed.
1. Definition of Confidential Information
Confidential information refers to data and information that contain all test standards, technical specifications, drawings, product descriptions, patents, patent applications, trade secrets, trademarks, trade names, designs, concepts, discoveries, inventions, improvements or developments in existing technologies, systems, devices, pictures, formulas, experimental models , models, measurements, plans, prices and costs, sketches, configurations, tolerances, test data, computer software and programs, data information, business plans, books, works, management fees, video interviews, notes, circuit template works, products, supplies list of businesses, financial, operational and technical information, etc, whether in written or other forms, that have been disclosed by the parties with clear label or designation of “confidential information”(hereinafter referred to as “confidential information”), excluding the following data and information:
A. Information that is already or to be make public available, except those disclosed by either Customer or GIBO or their representatives in violation of the agreement and without authorization.
B. Non-confidential information that has come to the attention of the receiving party before the disclosure of the other party.
C. Non-confidential information offered by either party, before the disclosure of which the receiving party is not informed of the fact that the provider of this information （a third party） has signed a binding confidentiality agreement with the party disclosing the non-confidential information under this agreement, and the receiving party may reasonably presume that the information disclosure is not forbidden to offer the information to the receiving party.
2. Obligations and Liabilities
A. Both Customer and GIBO represent to the other party as the provider and receiver of confidential information, and thus both undertake confidentiality obligations and liabilities.
B. Neither Customer nor GIBO shall disclose or make public any confidential information to a third party (including the press)or otherwise make use of the confidential information without the written approval of the other party. Both parties are obliged to urge their representatives not to disclose or make public any confidential information to a third party (including the press) or otherwise make use of the confidential information, unless the disclosure, publicity and application of the confidential information is required by the due performance of the obligations of the two parties in association with the undertaking and proceeding of the cooperative programs under normal circumstances (including obligations to be assumed by both parties in the future pursuant to the law and the contracts signed by the two parties).
C. Both parties shall strictly limit the access to the confidential information to their responsible representatives only for the purposes specified thereunder.
D. Neither party shall provide a third party with copies or duplicates of the confidential information disclosed by the other party or its representative, whether intentionally or not, unless the disclosure is allowed by a written agreement signed by the two parties.
E. In the event that the proceeding of the cooperative program ceases or either party quits the program with reasons, a party shall and shall urge its representatives to destroy or return to the other party all confidential information as well as all documents and materials and all duplicates thereof containing confidential information within five working days, upon the request of the other party at any time. Nevertheless, the party possessing the confidential information may keep one piece of the duplicates of the documents or materials described above only for the purpose enshrined in Article 4 here-under, without breaching other provisions of this agreement.
F. Either Customer or GIBO shall and shall urge their respective representatives to treat the confidential information provided by the other party with a degree of care no less than that used for the similar information in its own possession. However, under no circumstances shall the treatment of the confidential information be held under a reasonable degree of care.
3. Intellectual Property Rights
Disclosure of the confidential information by either Customer or GIBO to the other party or its representatives shall not be construed to constitute an assignment or grant to the other party or its representatives of the rights and interests in relation to its trade secrets, trademarks, patents, know-how or any other intellectual property, nor shall it constitute an assignment or grant to the other party or its representatives the rights and interests in relation to the trade secrets, trademarks, patents, know-how, or any other intellectual property authorized by a third party.
4. Preservation and Application of the Confidential Information
A. Either Customer or GIBO has the right to preserve necessary confidential information, so as to make use of which in implementing binding laws, regulations, and obligations under their cooperative programs.
B. Either Customer or GIBO has the right to make use of the confidential information to defend against any claims, lawsuits, judicial proceedings, and accusations towards the receiving party or its representatives in relation to the programs thereunder and relevant affairs, or to respond to summons, subpoena, or other legal proceedings with respect to the programs thereunder and relevant affairs.
C. Either party in the agreement can, in light of actual demean, disclose the confidential information in any reports, statements or certificates submitted to any regulatory organs at municipal, provincial, central, or other levels that have jurisdiction or assert having jurisdiction over the receiving party, after informing the party in written form and making a copy for the other party of the disclosed information.
5. No license
The Agreement shall not be implemented or understood to create any express or implied license relating to proprietary information, or to require the parties to purchase or provide any information, goods, materials, devices, labor, financing or any other product or service, or to require the parties to sign any follow-up agreement.
6. No guarantee
Both of parties acknowledges and understands that the information provider does not guarantee the accuracy or completeness of the proprietary information and accepts no responsibility for the use of proprietary information by the recipient.
7. Dispute Settlement and Governing Laws
The validity, construction and enforce ability of the agreement shall be governed in all respects by the laws of Chinese and the laws of the customer's location without regard to its rules concerning conflict of laws. In the event of a dispute, the two parties should first conduct friendly consultations, if the dispute cannot be resolved through consultation, the dispute will be combined with the legal decisions of China and the customer's location.
8. Term of the Agreement
A. This agreement shall remain effective for one years, and shall come into force as from the date when both parties sign and stamp the company chop on the agreement.
B. This agreement shall be held in four copies of the same form. Each party shall preserve two copies with equal legal effect.