1. Parties
This Non-Disclosure Agreement (“Agreement”) is entered into between Heze True North International Trade Co., Ltd. (“Disclosing Party” or “Company”), and the customer or business counterparty with whom we exchange information (“Receiving Party”). This Agreement applies on a mutual basis, meaning that each party may act as both a Disclosing Party and a Receiving Party.
2. Confidential Information
“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, electronically, or in any other form, including but not limited to: product specifications, drawings, designs, samples, pricing, customer lists, supplier information, business plans, technical data, and trade secrets. Confidential Information may be marked as confidential or may reasonably be understood to be confidential by its nature and the circumstances of disclosure.
3. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession before disclosure by the Disclosing Party; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Confidential Information.
4. Obligations of the Receiving Party
The Receiving Party shall: (a) keep the Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party; (b) use the Confidential Information solely for the purpose of evaluating, discussing, or performing business dealings between the parties (“Permitted Purpose”); (c) limit access to the Confidential Information to those employees, officers, and advisors who need to know it for the Permitted Purpose and who are bound by obligations of confidentiality at least as protective as those in this Agreement; and (d) protect the Confidential Information using no less than a reasonable degree of care.
5. Use and No License
The Receiving Party shall use the Confidential Information only for the Permitted Purpose and shall not use it for the benefit of itself or any third party in a manner inconsistent with the Permitted Purpose. Nothing in this Agreement grants the Receiving Party any license or other rights in any patents, copyrights, trademarks, or other intellectual property of the Disclosing Party.
6. Compelled Disclosure
If the Receiving Party is required by law, regulation, court order, or government authority to disclose any Confidential Information, it shall, to the extent legally permitted, promptly notify the Disclosing Party and disclose only the minimum information required.
7. Term and Termination
This Agreement shall remain in effect during the term of the parties’ business relationship. The obligation of confidentiality with respect to any particular Confidential Information shall survive the termination or expiration of this Agreement for a period of [three (3)] years from the date of such disclosure, or for so long as such information remains a trade secret under applicable law, whichever is longer.
8. Return or Destruction
Upon the written request of the Disclosing Party, or upon the termination of the business relationship, the Receiving Party shall promptly return all Confidential Information and copies thereof, or destroy them and certify such destruction in writing, at the Disclosing Party’s option.
9. Remedies
The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law.
10. 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 its conflict-of-laws principles. Any dispute arising out of or in connection with this Agreement shall first be resolved through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to [arbitration in accordance with the rules of the China International Economic and Trade Arbitration Commission (CIETAC) / the competent court of the place where the Company is located] for final resolution, which shall be binding on both parties.
11. Contact
Heze True North International Trade Co., Ltd. Email: info@tnglassworks.com Phone: +86 137 7496 6555 Address: Yuncheng County, Heze City, Shandong Province, China