1. Definitions
(A) “Purpose” shall mean any discussions and negotiations between or within the parties concerning or in connection with the establishment of a business relationship between the parties.

(B) “Confidential Information” shall mean any information or data relating to a party’s business or affairs (including but not limited to technology, whether or not patentable, know-how, technical knowledge, business plans, financial information, ideas, relationships with third parties, proposed agreements, methods, processes, products, research and development, analyses, techniques, software, formulations, data or other information ascertainable by the inspection or analysis of samples, disclosed whether in writing, orally or by any other means to one party by the other party or by a third party on behalf of the other party, whether before or after the date of this Agreement, as well as the information deduced from these but shall exclude any part of such disclosed information or data which: 
(a) is in or comes into the public domain in any way without breach of this Agreement by the receiving party; or 

(b) the receiving party can show (i) was in its possession or know to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and was not previously acquired by the receiving party from the disclosing party under an obligation of confidence, or (ii) to have been developed by or for the receiving party at any time independently of any information disclosed to it by the disclosing party; or

(c) the receiving party obtains or has available from a source other than the disclosing party without breach by the receiving party or such source of any obligation of confidentiality or non-use towards the disclosing party; or

(d) is hereafter furnished by the disclosing party to a third party without restriction on disclosure or use; or

(e) is disclosed by the receiving party (i) with the prior written approval of the disclosing party, or (ii) without such approval, after a period of ….five…. years from the date of receipt thereof.

2. Handling of Confidential Information
The receiving party shall maintain the other party’s Confidential Information in confidence and shall exercise in relation there to no lesser security measures and degree of care than those which the receiving party applies to its own confidential information which the receiving party warrants as providing adequate protection against unauthorised disclosure, copying or use.  The receiving party shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of the receiving party having the need to know the same for the Purpose.  Copies or reproductions shall not be made except to the extent reasonably necessary for the Purpose and all copies made shall be the property of the disclosing party.  All Confidential Information and copies thereof shall be returned to the disclosing party within 30 days of receipt of a written request form the disclosing party.

3. Limitations and Warranty
(A) The receiving party shall (i) not divulge the other party’s Confidential
Information, in whole or in part, to any third party, (ii) use the same only for the Purpose, and (iii) make no commercial use of the same or any part thereof without the prior written consent of the disclosing party.  Notwithstanding the foregoing, the receiving party shall be entitled to make any disclosure required by law of the other party’s Confidential Information provided that it gives the other party not less than two business days’ notice of such disclosure.

(B) Each party warrants its right to disclose its Confidential Information to
the other party and to authorise the other party to use the same for the Purpose.

4. Disclaimer
None of the parties will not use, directly or indirectly, the Information received hereunder for any purpose other than for the Project.
No option, license or conveyance of such rights is granted or implied with respect to the Information under this agreement by one party to the other. If any rights are to be granted, such grant shall be expressly set forth in a separate written instrument. No agency or partnership relationship is created between the parties by this agreement.

All rights in Confidential Information are reserved by the disclosing party and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement.  In particular, no licence is hereby granted directly or indirectly under any invention, discovery, patent, copyright or other industrial property right now or in the future held, made, obtained or licensable by either party.  

Nothing in this Agreement or its operation shall preclude impair or restrict either party from continuing to engage in its business otherwise than in breach of the terms of this Agreement.

5. Notice
All notices under this Agreement shall be in writing, sent by telex, facsimile or first-class registered or recorded delivery post to the party being served at its address specified above or at such other adress of which such party shall have given notice as aforesaid, and marked for the attention of that party’s signatory of this Agreement.  The date of service shall be deemed to be the day following the day on which the notice was transmitted or posted as the case may be.

6. Duration 

This agreement shall remain in effect for a period of five (5) years from the date of signature of this Agreement. 

7. Non-Assignment
The Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.

8. Entire Agreement, Governing Law and Jurisdiction
This Agreement constitutes the entire agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect.  The interpretation construction and effect of this Agreement shall be governed and construed in all respects in accordance with the Laws of People's Republic of China and the parties hereby submit to the non-exclusive jurisdiction of the Courts of China.

AS WITNESS this Agreement has been signed on behalf of each party by its duly authorized representative as of the day and year first above written.