Mutual Non-Disclosure Agreement

1. Purpose

The Parties wish to explore, evaluate or conduct a potential business relationship involving quotations, engineering analysis, prototyping, CNC machining, manufacturing, quality inspection, purchasing, supply, delivery or related services (the “Purpose”).

In connection with the Purpose, either Party may disclose Confidential Information to the other Party.

2. Definition of Confidential Information

“Confidential Information” means all non-public technical, commercial, financial, operational or other information disclosed by or on behalf of either Party, whether orally, visually, electronically, in writing, through physical samples or by any other means.

Confidential Information includes, without limitation:

• 2D drawings, 3D models, CAD files, STEP, STP, STL, IGES, IGS, X_T, SLDPRT, PRT, DXF, PDF and related technical documents;
• Product designs, specifications, dimensions, tolerances, materials, surface treatments, manufacturing methods and quality requirements;
• Samples, prototypes, tooling, fixtures, programs, source files, inspection reports, test results and production data;
• Business plans, pricing, quotations, costs, quantities, forecasts, delivery schedules, customer lists and supplier information;
• Know-how, inventions, concepts, processes and information that is marked confidential or that a reasonable person would understand to be confidential under the circumstances.

3. Obligations of the Receiving Party

Each Party receiving Confidential Information (“Receiving Party”) agrees that it shall:

1. Use the Confidential Information solely for the Purpose described in this Agreement;
2. Not disclose Confidential Information to any person except its employees, officers, professional advisers, contractors or approved suppliers who have a legitimate need to know the information for the Purpose;
3. Ensure that each permitted recipient is subject to confidentiality obligations no less protective than those contained in this Agreement;
4. Protect the Confidential Information using at least reasonable care and no less than the degree of care used to protect its own confidential information of a similar nature;
5. Not copy, reproduce, publish, sell, distribute or commercially exploit the Confidential Information except as reasonably necessary for the Purpose;
6. Not reverse engineer, disassemble, decompile, analyze or reproduce any confidential sample, prototype, software, drawing or other material unless expressly authorized in writing by the Disclosing Party;
7. Promptly notify the Disclosing Party after becoming aware of any unauthorized access, disclosure, loss or misuse of Confidential Information; and
8. Cooperate in taking reasonable steps to prevent or limit further unauthorized use or disclosure.

4. Exclusions

The obligations in this Agreement do not apply to information that the Receiving Party can demonstrate through reliable written evidence:

1. Was publicly available at the time of disclosure;
2. Becomes publicly available after disclosure without breach of this Agreement by the Receiving Party;
3. Was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
4. Was lawfully received from a third party without a confidentiality restriction; or
5. Was independently developed by the Receiving Party without using or referring to the Disclosing Party’s Confidential Information.

5. Required Disclosure

If the Receiving Party is required by applicable law, regulation, governmental order or valid court process to disclose Confidential Information, it may disclose only the portion legally required.

To the extent legally permitted, the Receiving Party shall provide the Disclosing Party with prompt written notice and reasonable assistance so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. Term and Continuing Confidentiality

This Agreement shall commence on the Effective Date and remain in force for a period of three (3) years, unless extended or terminated earlier by written agreement of the Parties.

The confidentiality and non-use obligations concerning ordinary Confidential Information shall survive for five (5) years after expiration or termination of this Agreement.

For Confidential Information that qualifies as a trade secret under applicable law, the confidentiality and non-use obligations shall continue for as long as the information remains a trade secret.

7. Return or Destruction

Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or securely destroy the Disclosing Party’s Confidential Information, including copies, extracts and reproductions under its control.

Upon request, the Receiving Party shall provide written confirmation of destruction. The Receiving Party may retain one archival copy solely where required by applicable law or internal compliance requirements, and any retained copy shall remain subject to this Agreement.

8. Ownership and No License

All Confidential Information remains the property of the Disclosing Party or the applicable rights holder.

No disclosure under this Agreement grants the Receiving Party any license, ownership, assignment or other right under any patent, copyright, trademark, design right, trade secret, know-how or other intellectual-property right, except for the limited right to evaluate and use the information for the Purpose.

9. No Representation or Warranty

Unless otherwise agreed in a separate written contract, Confidential Information is provided for evaluation purposes without representation or warranty regarding completeness, accuracy, merchantability or fitness for a particular purpose.

10. No Obligation to Proceed

Nothing in this Agreement requires either Party to proceed with any quotation, order, manufacturing project, investment, purchase, sale, transaction or business relationship.

Any subsequent commercial relationship shall be governed by a separate quotation, purchase order, sales contract, manufacturing agreement or other written document agreed by the Parties.

11. Remedies

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause serious harm for which monetary compensation alone may be insufficient.

Subject to applicable law, the affected Party may seek injunctive relief, preservation measures, return or destruction of confidential materials, damages and any other available legal remedy.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China, without regard to conflict-of-law principles.

The Parties shall first attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation, it shall be submitted to a competent court in Shenzhen, China, unless the Parties agree in writing to arbitration or another dispute-resolution procedure.

13. Entire Agreement and Amendments

This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all prior oral or written discussions, communications and agreements concerning confidentiality for the Purpose.

Any amendment or waiver must be in writing and signed by authorized representatives of both Parties.

14. Severability and No Waiver

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain effective. The invalid provision shall be adjusted only to the extent necessary to make it enforceable where permitted by law.

Failure or delay by either Party to exercise any right shall not constitute a waiver of that right.

15. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts. Signatures exchanged by scanned copy, PDF or legally recognized electronic-signature method shall have the same effect as original signatures, subject to applicable law.