私募投资基金保密协议书(英文).doc

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT dated the __, 2015, by and between with offices at and , a People’s Republic of China limited liability company (“ ”) (hereinafter when mentioned together the “Parties”).

WHEREAS, the Parties are entering into discussions related to their businesses and the possibility and probability of starting a business relationship; and

WHEREAS, in order to enable the Parties to fully discuss the conditions and situations of their respective businesses and to evaluate possible future relationships terms, provisions, structures and opportunities (the “Purpose”), it will be necessary for the Parties to provide and discuss with one another proprietary and confidential information concerning their respective operations and other relevant information of both a technical and commercial nature (the “Information”).

NOW, THEREFORE, The Parties, intending to be legally bound hereby, agree as follows:

1. For and in consideration of the disclosure of the Information by either party (either verbally, electronically or in writing) (the “Discloser”) to the other (the “Recipient”), the Recipient shall maintain the Information in confidence and use it only for the Purpose. The Discloser shall use reasonable efforts to identify the Information as confidential or proprietary for the Recipient at the time of disclosure.

2. Except for those employees or agents of Recipient who need to know the Information for the Purpose and who have read and acknowledged acceptance of the terms and conditions of this Confidentiality Agreement, the Recipient shall not disclose or divulge the Information to any person or entity. Neither party shall disclose the fact that discussions or negotiations are taking place with the other party, for any reason whatsoever, other than to those employees or agents who need to know in connection with the Purpose.

3. Each Party agrees not to use the Information disclosed for any reason whatsoever, including, without limitation, to gain economic or competitive advantage over the other parties or its facilities, other than in connection with the Purpose, except with the authority of the other party. Each Party further agrees not to grant or permit access to the Information disclosed to it by the other Party hereunder to any person or permit any other person or entity to use the Information in any manner, except with the authority of the other Party. The Parties agree that neither party shall have the right to disclose, to any other person, the fact that they are in discussions with the other concerning a potential business relationship, except with the authority of the other Party.

4. Each Party agrees to keep and procure to be kept secret all the Information disclosed in furtherance of the purpose.

5. No Party shall make any copies, excerpts, or in any way reproduce Information disclosed to it by the other party hereunder (hereinafter referred to as “Reproduction”) except as may specifically be required in furtherance of the Purpose. Where Reproductions are permitted in accordance with this paragraph, each Reproduction shall be appropriately marked to show that it contains proprietary and confidential information of the Discloser, all such copies shall be kept and procured to be kept secret and confidential.

6. A recipient will not seek to obtain any information in connection with the Purpose from any customer, supplier, sub-contractor, agent, shareholder or representative of the other Party. A recipient will not communicate with any representative, officer or employee of the Owner saves for person nominated by the Owner in writing for such purpose.

7. Each Party as a Discloser retains all rights, title and interest in and to the Information disclosed hereunder. Nothing contained in this Confidentiality Agreement shall be construed by implication or otherwise, as the grant of a license by the Receiver to use Discloser’s Information other than for the Purpose.

8. Upon written request of the Discloser, Recipient shall either return or destroy all originals and Reproductions of Discloser’s Information. Upon the request of Discloser, Recipient shall certify, in writing, that all originals and Reproductions of Discloser’s Information have either been returned to Discloser or destroyed.

9. Nothing in this Agreement shall affect either Party’s right to use and/or disclose to others any or all Information, disclosed by the other Party, which:

(a) Is or hereafter becomes available to the public generally through no breach by either Party hereto (or any party gaining access to the Information through either Party hereto) of the obligations hereunder;

(b) Is known to either Party prior to its disclosure to the other Party, such knowledge being documented;

(c) Is disclosed to either Party hereto, by a third Party who is legally in possession of such Information and who does not breach any confidentiality or other obligations by disclosing such Information; or

(d) Is required by law, existing regulation or regulator’s particular request to be disclosed.

10. If either Party to this Agreement breaches this Agreement, there may not be any adequate remedy solely at law or equity, therefore an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.

11. Nothing in this Agreement shall be construed or implied to obligate either Party to this Agreement to furnish any specific type of Information to the other Party, or to create any obligation for either party to this Agreement to enter into any specific transaction with the other Party.

12. This Agreement may not be superseded, amended or modified except by written agreement between the Parties.

13. All Information disclosed by either Party is provided “as is” and without any warranty, express, implied or otherwise, regarding its accuracy, completeness or otherwise.

14. Each Party acknowledges that it is acting as principal and not as nominee, trustee, agent or broker for any third party.

15. The confidentiality and non-use obligations under this Confidentiality Agreement shall expire in two (2) years from the date first set forth above. This Confidentiality Agreement may be renewed upon written agreement of both Parties.

16. This Agreement contains the entire and exclusive agreement between the Parties as to the subject matter hereof. This Agreement shall be governed by the laws of People’s Republic of China.

17. Both Parties shall negotiate to solve any controversy arising out of or in connection with this agreement. If the effort is fruitless, either Party may submit the disputes to Hong Kong International Arbitration Centre for arbitration. The arbitration award shall be final and binding on both Parties.

18. Signatures. The Parties hereto acknowledge that electronic and/or fax signatures shall have the full force and effect as original executed documents.

19. This agreement is prepared in both Chinese and English, shall be executed in Chinese

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.

By: By: ___________________________________

Name&Position: Name&Position: