保密协议英文版本.doc

MUTUAL NON-DISCLOSURE AGREEMENTThis Agreement is made and entered into this day of (the “Effective Date”) by and between ,Company Registration No. , of (“ ”)., and , Company Registration No. , of(“ ”) , individually referred to as a “Party” and collectively referred to as the “Parties”.WHEREAS, the Parties may disclose to each other certain Confidential Information (as defined in Section 1 hereof) in order to evaluate the possibility of entering into the following agreement (hereinafter, such evaluation shall be referred to as the “Evaluation”);Agreement with regard todiscussing co-operation possibility regarding mobile game development/publishing in the Peoples Republic of China and in the Southeast Asian territories.andWHEREAS, each Party agrees to keep the other Partys Confidential Information in confidence in accordance with the terms and conditions set forth in this Agreement;NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:1.DEFINITION1.1For the purpose of this Agreement, the following capitalized words shall be defined as follows:(1)“Affiliates” means any corporation or other legal entity in which either Party hereto have an interest which secure 50% or more of the owners accumulated voting power. It shall also mean any corporation or legal entity in which the parent of either Party hereto either solely or jointly with one or more affiliated companies control 50% or more of the owners accumulated voting power and in the case of a party; (2)“Confidential Information” means any and all information (whether technical or business or otherwise) concerning, owned or controlled by a Party and/or its Affiliates, oral or tangible, embodied or fixed on any medium, which medium includes but is not limited to, writing, facsimile, email, photograph, video tape, equipment, sample, CD-ROM, and which is:(a)marked “CONFIDENTIAL”, “PROPRIETARY” or with a similar legend; or(b)if disclosed orally or in other intangible form, designated as confidential at the time of disclosure, and/or a document describing the contents and the date of disclosure thereof are sent to Recipient (as defined hereinbelow) within ten (10) days after such disclosure.(3)“Discloser” means the Party that discloses Confidential Information to the other Party.(4)“Recipient” means the Party that receives Confidential Information from the other Party.1.2Notwithstanding paragraph (1) of Section 1.1 hereinabove, Confidential Information shall not include any information which Recipient can prove:(1)was publicly known when Recipient received it;(2)becomes publicly known through no fault of Recipient;(3)was already known to Recipient (as properly evidenced) when Recipient received it without a duty of confidentiality;(4)is independently developed by Recipient without use of Confidential Information; or(5)is rightfully obtained by Recipient from a third party without a duty of confidentiality.2.CONFIDENTIALITY2.1Recipient shall maintain Disclosers Confidential Information in confidence and shall not disclose or disseminate it to a third party. Recipient may disclose Disclosers Confidential Information only to its directors and employees who need to know it to carry out the Evaluation. Recipient shall treat Disclosers Confidential Information with the same degree of care with which it treats its own confidential information of like importance, but no less than reasonable care, and shall take reasonable precautions for its safe custody.2.2Notwithstanding Section 2.1 above, in the event Recipient has obtained prior written approval of Discloser, Recipient may disclose Disclosers Confidential Information to a third party. In such event, Recipient shall impose the same obligations as those imposed on it hereunder to such third party and shall be responsible to Discloser for the observance of such obligations by such third party.3.NO USE FOR OTHER PURPOSESRecipient shall not use Disclosers Confidential Information for any purpose other than the purpose of Evaluation, nor disassemble, decompile, reverse engineer, or take any other steps to derive a source code from Disclosers Confidential Information without the prior written approval of Discloser.4.RESTRICTION ON REPRODUCTIONRecipient shall not make copies of Disclosers Confidential Information, provided however that, with the prior written approval of Discloser, Recipient may make copies thereof in the limited quantity approved by Discloser. Recipient shall treat such copies in the same manner that Recipient treats Disclosers Confidential Information.5.DISCLOSURE UNDER OPERATION OF LAWNotwithstanding anything to the contrary contained in this Agreement, Recipient is permitted to disclose Disclosers Confidential Information that are required to be disclosed by law, rule (including but not limited to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited), regulation, regulatory authority, any stock exchange or other applicable administrative, governmental or judicial order provided that in the event Recipient is required to disclose such Disclosers Confidential Information , Recipient shall to the extent permitted by law, rule (including but not limited to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) and regulation provide Discloser with prompt prior written notice of such requirement so that Discloser may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, or if Discloser waives in writing compliance with the terms hereof, Recipient agrees to furnish only that portion of the information which Recipient is advised by written opinion of counsel that is legally required and to exercise reasonable efforts to obtain confidential treatment of such information.6.NO LICENSENothing in this Agreement is intended to assign or license to Recipient any patents, utility models, trademarks, designs, copyrights and any other intellectual property rights pertaining to Disclosers Confidential Information owned or controlled by Discloser.7.RETURN OR DESTRUCTIONAll Disclosers Confidential Information shall be and shall remain the property of the Discloser. In the event the Evaluation or this Agreement is terminated, or upon Disclosers request, Recipient shall as soon as possible return Disclosers Confidential Information to Discloser or destroy it in accordance with Disclosers directions.8.REMEDYIn the event Recipient breached this Agreement, Discloser may claim against Recipient for damages incurred by Discloser arising from such breach. Further, Recipient agrees and acknowledges that the release and/or dissemination of Disclosers Confidential Information in violation of this Agreement will cause irreparable harm for which Discloser may not be fully or adequately compensated by recovery of monetary damages alone. Accordingly, in addition to any other remedy available at law, Discloser shall be entitled to injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Recipient without the necessity of proving actual damages.9.TERM9.1The term of this Agreement shall commence on the Effective Date and continue for a period of two (2) year starting from the Effective Date, or until the Evaluation is terminated, whichever is earlier.9.2The obligations imposed on Recipient hereunder shall survive the termination of this Agreement.10.GOVERNING LAW AND DISPUTE RESOLUTIONThis Agreement shall be governed as to all matters, including validity, construction and performance, by and under the laws of Hong Kong, and all disputes, controversies, or differences that may arise between the Parties hereto, in relation to or in connection with this Agreement shall be settled and resolved exclusively by binding arbitration to the Hong Kong International Arbitration Center (“HKIAC”) in accordance with the Rules of HKIAC for the time being in force. The Arbitration proceedings shall be conducted in Hong Kong. The language to be used in the arbitration procedure shall be in English. The arbitral award shall be substantiated in writing and be final as binding the parties.11.NO WARRANTY AND LIABILITYDiscloser does not warrant the accuracy and correctness of its Confidential Information. IN NO EVENT SHALL DISCLOSER BE HELD LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER WHICH MAY BE INCURRED BY RECIPIENT AS A RESULT OF ITS USE OF DISCLOSERS CONFIDENTIAL INFORMATION (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS CAUSED BY BUSINESS INTERRUPTION OR OTHER MONETARY LOSS). None of the Confidential Information disclosed hereunder shall constitute any representation or warranty by either Party to the other of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights or any other intellectual property rights, or other rights of third parties.12.NO ASSIGNMENTThis Agreement shall not be assigned nor transferred, whether in whole or in part, by either Party without the prior written approval of the other. Any assignment or transfer of this Agreement by either Party, without the prior written approval of the other, shall be null and void.13.NOTICEAll notices required hereunder shall be in writing and given to the other Party by personal delivery, certified post, special delivery (courier), or facsimile transmission, or e-mail addressed at the addresses set forth below, or to such other addresses as either Party may hereafter from time to time designate in writing. All such notices shall be effective upon receipt.,ATTN: Email:Fax:ATTN: Email:Fax: Confirm contact info14.GENERALThis Agreement is neither intended to nor shall it be construed as;(i)creating a joint venture, partnership or other business association between the Parties,(ii)an obligation to buy or sell product(s) or enter into business relationship using or incorporating Confidential Information,(iii)limiting Recipients right to independently develop or acquire products without use of Disclosers Confidential Information, nor(iv)imposing on Discloser an obligation to disclose its Confidential Information to Recipient.This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any party may enter