Between [Disclosing Party Name] and Stitch Engineering Co., Ltd.
Dated: [Date]
The Disclosing Party wishes to share confidential information with Stitch Engineering Co., Ltd. ("Recipient") for the purpose of evaluating, discussing, or engaging in a potential business relationship related to custom acrylic fabrication, display manufacturing, or related services ("Purpose").
"Confidential Information" means any information disclosed by the Disclosing Party to the Recipient, whether orally, in writing, or in any other form, that is related to the Purpose, including but not limited to: product designs, drawings, CAD files, technical specifications, material specifications, manufacturing processes, business plans, pricing information, customer lists, and project schedules. Confidential Information shall be clearly marked as confidential at the time of disclosure or, if disclosed orally, identified as confidential within ten (10) business days of disclosure.
The Recipient agrees to:
(a) Maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care;
(b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
(c) Limit access to Confidential Information to those employees, officers, and contractors who have a legitimate need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein;
(d) Not use Confidential Information for any purpose other than the Purpose.
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Recipient;
(b) Was rightfully in the Recipient's possession prior to disclosure by the Disclosing Party;
(c) Is rightfully received by the Recipient from a third party without restriction on disclosure;
(d) Is independently developed by the Recipient without use of or reference to the Confidential Information.
This Agreement shall commence on the date set forth above and continue for a period of three (3) years. The obligations of confidentiality and non-use shall survive for a period of five (5) years from the date of disclosure, except for trade secrets, which shall be protected as long as they remain trade secrets under applicable law.
Upon the Disclosing Party's written request, the Recipient shall promptly return or destroy all tangible materials containing Confidential Information and certify such return or destruction in writing.
Nothing in this Agreement grants the Recipient any license or right to use the Confidential Information beyond the Purpose. All Confidential Information is provided "as is" without any warranty, express or implied.
This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China. Any dispute arising out of or in connection with this Agreement shall be resolved through friendly negotiation. If negotiation fails, the dispute shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its rules.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be amended except by a written instrument signed by both parties.
The parties have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party
[Company Name]
Signature
Name & Title
Date
Recipient
Stitch Engineering Co., Ltd.
Signature
Name & Title
Date