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Mutual Confidentiality and Non-Disclosure Agreement

This agreement, dated 【】, (the “Effective date”), is made between 【】, a company incorporated in the 【】, and with a registered office at 【】, and 【】, a company incorporated in 【】, and with a registered office at 【】 (each a “Party” and together the “Parties”).

By entering into this Mutual Confidentiality and Non-Disclosure Agreement (the “Agreement”) the Parties wish to assure the protection and preservation of the confidential and proprietary nature of the information to be disclosed to each other.

Therefore, in consideration of the covenants and conditions set forth herein, it is agreed as follows: 1. In this Agreement, Confidential Information shall include, without limitation but subject to exclusions

set forth in Section 5, all business, commercial, technical and any other information of disclosing party relating to business, technology and/or activities of a confidential and/or proprietary nature, or which is marked with a “confidential,” “proprietary,” or similar legend, and which is disclosed to the recipient in written, oral, recorded or any other format or medium. 2.

All Confidential Information is and shall remain at all times, the property of the disclosing party and no use of Confidential Information is permitted except as otherwise expressly provided in this Agreement, and only in the manner and to the extent necessary for the purposes provided in Section 3.

3. 4.

The recipient of any Confidential Information shall use Confidential Information solely for evaluation

purposes, to arrive at a better understanding of the disclosing party’s business. The recipient, for a period of two (2) years following the Effective Date of this Agreement, will maintain the confidentiality of the Confidential Information. The Recipient shall: (i)

treat and maintain all Confidential Information in the strictest confidence, using the same degree of care that the recipient uses to protect its own Confidential Information, and at least a reasonable degree of care;

not disclose any Confidential Information to any third party without the prior written consent of the disclosing party;

only disclose the Confidential Information to those responsible officers, directors and key employees with a need to know provided they are bound by the recipient to terms at least as restrictive as the provisions of this Agreement; and

not make any copies of Confidential Information (in any medium) without the prior written consent of the disclosing party.

(ii) (iii)

(iv)

5.

This Confidential Agreement shall not apply to specific information which: (i)

is now or hereafter becomes generally known or available through no act or failure to act on the part of the recipient;

(ii)

is independently known by the recipient at the time of the disclosure, provided that, immediately upon disclosure the recipient brings this fact to the attention of the disclosing party by showing its dated records indicating that such information was in fact so known to the recipient;

was developed independently by the recipient and written documentation is available to prove that such development predated this Agreement; or

is legally transmitted or disclosed to recipient by a third party which owes no obligation of confidentiality to the disclosing party.

(iii) (iv)

6.

All Confidential Information (including copies thereof) shall remain the property of the disclosing party and shall be returned (or at the disclosing party’s option be permanently destroyed) upon written request at the termination of this Agreement.

The disclosure of Confidential Information or its use hereunder shall not be construed in any way to grant the recipient any right or license with respect to Confidential Information other than the right to use Confidential Information strictly in accordance with the terms of this Agreement. Neither Party will have the right to assign or transfer in any way the rights granted under this Agreement, in whole or in part, without the prior written consent of the other Party.

Nothing in this Agreement imposes any obligation on either Party to disclose specific information, and shall not prevent the Parties from entering into any further agreements or business relationships. The Parties acknowledge that monetary damages may not be sufficient remedy for the threatened or actual unauthorized use or disclosure of Confidential Information, and that each Party shall be entitled to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. This remedy is separate and apart from any other remedy available under this Agreement. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong SAR, and any dispute arising under or in connection herewith shall be presented in and determined by the courts of Hong Kong having jurisdiction and venue with respect to this subject matter.

7.

8. 9.

10.

Signed and executed as of this 13th day of October, 2014.

For and on behalf of For and on behalf of

【】 【】

By: By: 【】 【】 Title：【】 Title：【】