Mutual Non-Disclosure Agreement

Purpose

The Parties wish to evaluate a potential or ongoing business relationship concerning precision CNC machining and related manufacturing services (the “Purpose”). In connection with the Purpose, each Party may disclose certain confidential information to the other.

Confidential Information

“Confidential Information” means any non-public technical or business information disclosed by one Party to the other in any form, including drawings, CAD/CAM and STEP files, 3D models, specifications, tolerances, processes, know-how, samples, pricing, quotations, forecasts, and business plans, whether or not marked “confidential”, and information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

Confidentiality obligations

The Receiving Party shall:

1. use the Confidential Information solely for the Purpose;
2. keep it confidential and not disclose it to any third party, except to its employees, affiliates and professional advisers on a need-to-know basis who are bound by confidentiality obligations no less protective than these;
3. protect it with at least the same degree of care it applies to its own confidential information, and in no event less than reasonable care; and
4. not copy, analyse or reverse-engineer it beyond what the Purpose reasonably requires.

Drawings, models & files

Any drawings, 3D models and files provided by a Party are used only to prepare quotations and to manufacture parts for that Party. They are never shared with, or used for the benefit of, any other customer, and are not used to produce competing parts. Title to and all intellectual property in such materials remain with the providing Party.

Exclusions

Confidential Information does not include information that the Receiving Party can show: (a) is or becomes public through no breach of this Agreement; (b) was rightfully known to it without obligation of confidence before disclosure; (c) is independently developed without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction.

No licence; no warranty; no obligation

All Confidential Information remains the property of the Disclosing Party. No licence or other right under any patent, copyright, trade secret or other intellectual property is granted by this Agreement. Confidential Information is provided “as is”, without warranty of accuracy or completeness. Nothing in this Agreement obligates either Party to proceed with any transaction.

Return or destruction

Upon the Disclosing Party’s written request or on termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and copies, and on request certify such destruction in writing. The Receiving Party may retain one archival copy and routine system backups, which remain subject to the confidentiality obligations of this Agreement for as long as they are retained.

Term & survival

This Agreement takes effect on the Effective Date and continues for three (3) years, unless earlier terminated by either Party on thirty (30) days’ written notice. The confidentiality obligations under this Agreement survive for three (3) years from the date each item of Confidential Information is disclosed. Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

Remedies

The Parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages alone are inadequate. The non-breaching Party is therefore entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law.

Governing law & disputes

This Agreement is governed by and construed under the laws of the People’s Republic of China. Any dispute shall first be resolved through friendly negotiation; failing resolution within thirty (30) days, it shall be submitted to the people’s court of competent jurisdiction at the domicile of Party A (Suzhou, Jiangsu Province, PRC).

Miscellaneous

This Agreement is the entire agreement between the Parties on its subject and supersedes prior discussions. It may be amended only in writing signed by both Parties. Neither Party may assign it without the other’s written consent. If any provision is held invalid, the remainder stays in effect. It may be signed in counterparts and by electronic or scanned signature.