Confidential Agreement 保密协议英文版

Confidential Agreement

THIS COMMERCIAL And CONFIDENTIAL AGREEMENT, effective this day of xx, xx, 2016, entered between GZ ACE RENOVATION ENGINEERING CO., LTD. and all subsidiary companies (“ACE”), having an office at 10 Industrial Avenue, Economic and Technical Development Zone, Conghua, Guangzhou, China and SCG TRADING CO., LTD. (“XXX) having its registered office at 1 Siam Cement Road, Bangsue, Bangkok 10800, Thailand is made based on (a) XXX is a legal or authorized agent or supplier to Shell Thailand and is authorized to make supplies of Shell RVIe products in its region; and (b) XXX has received authorization or is permitted to source or purchase XXX products from Shell’s authorized global supplier(s) as of any date requested or required by XXX: WHEREAS, The Parties (refer in particular to ACE and XXX in this agreement), for the mutual benefit and pursuant to a working relationship which has been or may be established, including a mutual answer to the tender for Shell Thailand RVIe and other signage programs, anticipate that they may disclose or deliver to a working relationship one to each other which has been or may be established, anticipate that they may disclose or deliver one to each other documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to sales, bids, quotes, price lists, marketing , finance, forecasts, technology, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by either XXX or XXX, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”); and WHEREAS, the Parties desire to assure that the confidentiality of any Proprietary Information is maintained;

NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, the Parties hereby agree as follows: -COOPERATION

-decides to share their respective strengths (mutual sourcing, manufacturing capacity, in-depth knowledge of customer specifications, project management capacity) in order to answer in the most profitable way to Shell RVIe project

-this cooperation will be in the scope of technical, manufacturing, logistics, administrative and sourcing information

-CONFIDENTIALITY

1. Each of The Parties shall hold in trust and confidence, and not to disclose to any other third party or use for its own benefit or for the benefit of another,any Confidential/ Proprietary Information relating to Shell RVIe signage projects (including but not limited to trade secrets , hardware , software , programs , processes , specifications , designs , plans , drawings , data , prototypes , discoveries , market research , marketing techniques and plans, business plans and strategies, proposals, bids, quotes, price lists, pricing policies,contracts , purchase orders , employees , staffing , supplier and subcontractor lists and arrangements , finances or other business , financial and/or technical information and materials , and any analyses, compilations, studies or documents prepared by each party, its representatives or employees which summarize any such information or materials) which is disclosed to the other party. Each party shall disclose to Proprietary Information received under this Agreement to person within its organization only if such persons (a) have need to know and (b) are bound in writing to protect the confidentiality of such Proprietary Information. This agreement shall bind each party, its employees, agents, representatives, successors, heirs and assigns.

2. The undertakings and obligations of The Parties under this Agreement shall not apply to any Proprietary Information which:

a)Is in or enters the public domain other than as a result of a breach of

this Agreement;

b)Is lawfully obtained by either party from a third party without any

obligation by each party to maintain the information confidential;

c)Is independently developed by either party without reference to

Confidential Information;

d)Is the subject of a written agreement whereby either party's consents