Confidential Agreement

• Party A:

• Party B:

  Shanghai HongTide Biotechnology Co.,Ltd.

• Address:

• Address:

  Shanghai, China

Whereas, both parties intend to cooperate on the project of , and Party B has known (or will know) Party A's business secrets and/or confidential information. In order to specify Party B's confidential obligations, effectively protect Party A's business secrets, and prevent such business secrets from being disclosed for divulgence in whatsoever form, both parties execute this Non-Disclosure Agreement in line with the principles of equality, voluntariness, fairness and good faith, in accordance with relevant laws and regulations.
"Disclosing party" means the party that provides information and "receiving party" means the party that receives information. For the purpose hereof, Party A is the "disclosing party" and Party B is the "receiving party".
Article 1: Confidential Information
For the purpose hereof, "confidential information" means any of the following commercial, technical or other information disclosed by Party A or its affiliated entities under this Agreement (or known by Party B from association with Party A for the purpose hereof), in writing, by verbal, graphically, electromagnetically or other forms: (A) information that has been marked confidential and/or exclusive (or similar wording) when disclosed by Party A (or known by Party B); (B) information disclosed by Party A (or known by Party B) while keeping the same in confidence; (C) information that should be understood as confidential information by reasonable commercial judgment of the receiving party; (D) transmission records or other similar documents as attachment or confirmed from time to time by both parties ("transmission record of confidential information"); (E) information that has been recognized as confidential information in writing or in other tangible form; or (F) information derived from the said information.
Article 2: Exceptions to Confidential Information
1. Information that has been published or entered public domain;
2. Information that has been obtained by the receiving party via other legal means without confidential obligation when disclosed;
3. Information provided by the disclosing party for third party without confidential obligations;
4. Information disclosed by the receiving party with the disclosing party's prior written consent; and
5. Any document or data independently developed apart from the confidential information provided by the disclosing party as proven by the receiving party.
Article 3: Confidential Obligators Persons of Party B and its affiliated entities in project cooperation "who need to know" are confidential obligators referred to in this Agreement, including but not limited to subcontractors, executives, advisers or expert consultants of Party B or its affiliated entities. Party B shall execute separate Confidential Agreement with "persons who need to know" and have them known the content hereof so as to ensure that all of them will fully perform the obligations hereunder.Party B shall execute separate Confidential Agreement with "persons who need to know" and have them known the content hereof so as to ensure that all of them will fully perform the obligations hereunder.Party B shall execute separate Confidential Agreement with "persons who need to know" and have them known the content hereof so as to ensure that all of them will fully perform the obligations hereunder. If the use of confidential information by the said persons is not consistent with the purpose as agreed herein, Party B shall assume joint and several obligations.
Article 4: Confidential Obligations
1. The version provided by Party A is for the purpose of testing only. Party B may not crack the same for other purposes than that specified herein without permission. Party B shall upgrade software and hardware as required by Party A so as to ensure the security of
. 2. Party B shall strictly keep all relevant s provided by Party A in confidence. Party B shall protect Party A's confidential information as its own confidential information with due and reasonable care not less than the standard of good industry practice.
3. Party B will not disclose or cause or permit others to disclose confidential information to any other persons than those who need to know the same for the purpose of implementing cooperation projects, nor will it use the same for any other purpose than implementing project.
4. Party B will not copy or reproduce the confidential information by whatsoever means without Party A's consent. It may not copy, reproduce or store the same for whatsoever purpose when Party A explicitly expresses that the same cannot be copied, reproduced or stored at any digital storage or retrieval system even if the same can be disclosed to the public.
5. Party B shall obtain Party A's written consent when it needs to keep counterparts of confidential information for the purpose of archiving; otherwise, it shall, after completion of the activity hereunder or upon Party A's request, return or destroy all records or materials containing confidential information, be it preserved in writing, disks or other forms, and shall cause others to do so. If required by Party A, it shall also provide the list of returning or destroying.
6. Party B shall immediately inform Party A of any illegal use or divulgence of its confidential information and cooperate with Party A in taking necessary preventive measures to prevent such divulgence from being enlarged.
7. If Party B has to disclose confidential information as required by instrument or order of the national authorities or relevant authorities, it shall inform Party A of the same in writing so that Party A may seek proper protections. Moreover, Party B shall provide reasonable assistance for this purpose. In such case, Party B's disclosure shall be limited to the purpose and scope specified by such order.
Article 5: No Guarantee Clause
The confidential information provided by the disclosing party "as is". If the receiving party infringes lawful rights and interests of any third party when using the same in accordance with the specified scope and purpose, the disclosing party shall be liable therefor; provided however that, it will not be liable for any infringement arising from the receiving party's use in excess of the agreed scope and purpose.
Article 6: License and Right Protection
1. All rights and interests arising from or in connection with the confidential information shall belong to Party A or its licensee.
2. Without Party A's prior written permission, Party B may not claim that Party A has granted it of any rights containing such confidential information,
including but not limited to patent right, trademark right, copyright, business secret, or other intellectual property right. Party B may not directly apply for or cause others to apply for any property right relating to Party A's confidential information for which patent right or trademark right can be applied.
Article 7: Termination of Confidential Obligations
1. Party A agrees to disclose or use the confidential information by written authorization.
2. Specific confidential information has entered the public domain.
Upon termination hereof for whatsoever reason, the clauses hereof that shall remain in effect shall continue to be effective to the extent necessary for protecting rights of both parties.
Article 8: Breaching Liability
If Party B breaches its confidential obligation hereunder, Party A may require Party B to be liable for default by one or all of the following means according to the breach extent of Party B:
1.Party B shall, according to Party A's instruction or by means recognized by Party A, take effective measures for preventing confidential information from being further disclosed, assume relevant fees and pay liquidated damages of no less than USD_____________________________to Party A;
2.Party B shall pay no less than USD______________________to Party A as liquidated damages if it provides or divulges the same to Party A's competitors.
3.If the said liquidated damages is not sufficient to cover Party A's loss, Party B shall indemnify Party A for all losses caused by such default, including but not limited to: reasonable investigation fees, loss of expected profits, loss of goodwill, litigation fees, attorney's fees, and notarial fees.
Article 9: Dispute Resolution
This Agreement shall be drafted and construed in accordance with laws of the Mainland China (for the avoidance of doubt, excluding Hong Kong and Macau).
Any dispute arising from this Agreement shall be resolved by both parties through negotiation in an active attitude of friendly cooperation; if failed, either party may file a lawsuit the competent people's court in the place where Party A is located.
Article 10: Miscellaneous
1. The disclosure and receipt of confidential information by both parties do not necessarily mean any business cooperation commitment between both parties or between both parties and other entities; if both parties intend to establish any business cooperation, a separate agreement shall be executed.
2. This Agreement shall come into force upon execution by both parties. This Agreement constitutes all agreement between both parties on the subject matter hereof and supersedes any and all communications, representations, memorandum, and agreement previously reached by both parties. If both parties intend to amend or supplement this Agreement, a written supplementary agreement shall be otherwise executed.
3. This Agreement is made in triplicate, with Party A holding two counterparts and Party B one counterpart, having the same legal effect. [Hereinafter Intentionally Left Blank, Only for Signature Page

• Party A (Seal):

• Party B (Seal):

  Shanghai HongTide Biotechnology Co.,Ltd.

• Signature:

• Signature:

• Date:

• Date: