unavailable ndnc signed 03222012

7/27/2019 Unavailable NDNC Signed 03222012

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Alliance ExPorts, LLC.8 Calistoga, Irvine CL92602United States ofAmericaTel: (323) 6t7'7ssg - (s62) 810-1087Fax: (949) 242-4L07Email: [email protected]

web : www.allianceexPorts.com

Non-Disclosure, confidentiality & Non-competition Agreementparty A : Alliance Exports, LLC.,8 Calistoga Irvine, cAg2602,U.S.A', including itssubsidiaries and affiliates, ("Party A")partyB'Ufr+rla,tlrtbl- Lt-A " V\ . ("PartvB")WHEREAS, exchanging of relevant business and technological information is required forthe ongoing business discussions or cooperation between Party A and Party B with respect to'this agreement is entered into by and between Party A and Party B through friendlyconsultations and under the principle of mutual benefit and joint development'

Article One: Definition of Confidential InformationConfidential information refers to data and information with respect to relevant

businesses and technologies , whether in written or other forms ' that have been disclosedby either Parfy A or Party B to the other party fith clear label or designation of "confidentialinformation,, ( hereinafter referred to as "confidential information" ) ' excluding thefollowing data and information :

1. ' Information that is already or to be make public available ' excePt those disclosedby either Party A or Party B or their representatives in violation of this agreement andwithout authorization l

z. Non-confidpntial information that has come to the attention of the receiving partybefore the disclosriie of the other party ;

rh" lr**r.tion contained lrerein is the property of Alliance Exports, LLC'No portion of this data shall be released, used or duplicated without specific written consent from AllianceExports, LLC.


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3' Non-confidential information offered by either party , before the disclosure ofwhich the receiving party is not informed of the fact thatthe provider of this information ( athird party ) has signed a binding. confidentialify agreement with the party disclosing thenon-confidential information undJr this agreement , and the receiving party may reasonablypresume that the information discloser is not forbidden to offer the information to thereceiving party.Article Two: Obligations and Liabilities

( 1 ) Both Parry A and Party B represent to the other parfy as the provider andreceiver of confidential information ' and thus both undertake confidentiality obligations andliabilities.(2) Neither Parfy A nor Parly B shall disclose or make public any confidentialinformation to a third parry ( including the press ) or otherwise make use of the confidentialinformation without the written approval of the other party ; Both parties are obliged to urgetheir representatives not to disclose or make public any confidential information to a thirdparty ( including the press ) or otherwise make use of the confidential information i unlessthe disclosure ' publicity and application of the confidential information is required by thedue performance of the obligations of the two parties in association with the undertaking andproceeding of the cooperative programs under normal circumstances ( including obligationsto be assumed by both parties in the future pursuant to the law and the contracts signed by thetwo parties ) o

( 3 ) Both parties shall strictly limit the access to the confidential information totheir respdnsible representatives only for the purposes specified hereunder.(4) Neither parfy shall provide a third party with copies or duplicates of theconfidential information disclosed by the other parly or its representative , whetherintentionally or not ' unless the disclosure is allowed by a written agreement signed by thetwo parties.(5 ) In the event that the proceeding ofthe cooperative program ceases or eitherparty quits the program with reasons ' a party shall and shall urge its representatives todestroy or retum to the other parry all confidential information as well as all documents andmaterials and all duplicates thereof containing confidential information within five working

The information contaihed herein is tf,"No portion of this data shall be released, used oi duplicated wiihout'specific written consent from AllianceExports, LLC.

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days ' upon the request of the other pafi at any time. Nevertheless ' the parly possessingthe confidential information may keep one piece of the duplicates of the documents ormaterials described above only for the purpose enshrined in Article 4 hereunder withoutbreaching other provisions of this agreement.

( 6 ) Either Party A or Party B shall and shall urge their respective representativesto treat the confidential information provided by the other party with a degree of care no lessthan that used for the similar information in its own possession. However under nocircumstances shall the treatment of the confidential information be held under a reasonabledegree ofcare.

Article Three: Intellectual Property RightsDisclosure of the confidentiai informationby either Party A or Party B to the other party

or its representatives shall not be construed to constitute an assignment or grant to the otherparly or its representatives of the rights and interests in relation to its trade secrets 'trademarks , patents , know-how or any other intellectual property ' nor shall it constitutean assignment or grant to the other parly or its representatives the rights and interests inrelation to the trade secrets , trademarks , patents ' know-how ' or any other intellectualproperty authorized by a third party.

Article Four: Preservation and Application of the Confidential Information( I ) Either Party A or Parfy B has the right to preserve necessary confidential

information ' so as to make use of which in implementing binding laws ' regulations ' andobligations under their cooperative programs.( 2 ) Either Party A or Party B has the right to make use of the confidential

information to defend against any claims , lawsuits ' judicial proceedings , andaccusations towards the receivingparty or its representatives in relation to the programshereunder and relevant affairs ' or to respond to summons ' subpoena ' or other legalproceedings with respect to the programs hereunder and relevant affairs.

( 3 ) Either party can ' in light of actual demand ' disclose the confidentialinformation in any reports ' statements or certificates submitted to any regulatory organs atmunicipal ' provincial ' central'-, or other levels that have jurisdiction or assert having

The information contained herein is the property of Alliance Exports, LLC'No portion of this data shall be released, used or duplicated without specific written consent from AllianceExports, LLC.


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jurisdiction over the receiving party ' after informing the other party in written form andmaking a copy for the other party of the disclosed information.

tArticleFive: Non-CompetitionParty A has many clients looking for offshore manufacturer to meet their growing needs andcost reduction programs. To protect Party A and its client, and to help better support andbuild long terms relationship with confidant, the Party B/supplier will not engage in orcompete on any business transaction with Party A's client. Non-compete includes but notlimited to any discussibn with Party A's customer without prior knowledge of Party A andconsent, direct business transaction without Party A knowledge and consent and discussionon price, terms and conditions without Party A prior knowledge and consent. This is to betterprotect both Parties on potential projects, business, and future transactions as a result ofbusiness relationships. It is further understood by both parties that Party B will not engage inany business transaction with Party A's client for the period of two years after the last projectwas disclosed.

Article Six: Dispute Settlement and Governing LawsThis agreement shall be governed by and be interpreted in accordance with the laws ofthe State of Califomia, United States of America. With respect to any issues , disputes ,lawsuits or proceedings arising from or in connection with the rights and obligations of theparties hereunder the two parties shall irrevocably accept the jurisdiction of the districtcourts of the State of Califomia, United States of America.Article Seven : Term of the Agreement( I ) This agreement shall remain effective for one (1) year and shall come into force as

from the date when both parties sign and stamp the company chop on the agteement.( 2 ) This agreement shall be held in two copies of the same form. Each party shall preserve

one copy with equal legal effect.Party A :Address :Tel :Fax :Postal Code

,*wPostal Code 2w,-,:\Signature of Legal / AuthorizedRepresentative : Signature of Legal / AuthorizedRepresentativeDARREN S COTT CHEW

The information contained herein is the property of Alliance Exports, LLC'No portion of this data shall be released, used or duplicated without specific written consent from AllianceExports, LLC.


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Date :Seal

Date :Seal

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The information contained herein is the property of Alliance Exports, LLC'No portion of this data shall be released, trsed or duplicated without specific written consent from AllianceExports, LLC.

unavailable ndnc signed 03222012

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