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lingqingmeng/nda_pa.md

Created November 22, 2017 16:54
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nda_pa.md

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this "Agreement") is made and entered into as of 11/22/2017 by and between O'Hara Associates ("OHA") and Frank Ni residing at Palo Alto, CA.. [OHA] and the Company or the Individual are considering a potential relationship or transaction whereby the parties will be exchanging information in order to evaluate such relationship or transaction. As a condition to the exchange of such confidential information, the parties hereby agree as follows:

  1. For purposes of this Agreement, "Confidential Information" shall mean information or material proprietary to the party disclosing such information ("Disclosing Party") or designated as Confidential Information by the Disclosing Party which the party receiving such information ("Receiving Party") may obtain knowledge of or access to as a result of the disclosure pursuant to this Agreement. This Confidential Information includes, but is not limited to, confidential history and background, financial information, forecasts, business plans, marketing information and development plans, customer names, and any other information that the party disclosing may identify as such either in writing or orally. The Disclosing Party shall use its reasonable best efforts to reduce Confidential Information to written form and formally designate the material as Confidential Information.

  2. Confidential Information shall not include information which: (i) has been published or disseminated without obligation or confidence or which otherwise is or becomes part of the public domain; (ii) is required to be disclosed by law or by order of any court or is authorized by the Disclosing Party, in writing, to be disclosed; (iii) was or is disclosed to the Receiving Party as a matter of right by a person or entity not a party to this Agreement or a beneficiary thereof; or (iv) was already known to the Receiving Party at the time of disclosure as evidenced by written documents or records.

  3. The Parties agree to accept the Confidential Information received by each in confidence, and further agree that the Confidential Information belongs exclusively to the Disclosing Party and that the Receiving Party will not acquire any rights to use the Confidential Information of the Disclosing Party for its own benefit, the benefit of a third party, or for any purpose other than that as noted by the Disclosing Party.

  4. The Receiving Party will not at any time, without the prior written authorization of the Disclosing Party, reveal, report, publish, transfer or disclose the Confidential Information, or any part thereof, to any third party, other than those employees and representatives of the Receiving Party who have a need to know the Confidential Information in connection with the purposes designated by the Disclosing Party. Each Party acknowledges that it is aware that the U.S. securities laws prohibit any person who has material nonpublic information about a Company from purchasing or selling securities of such Company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and that the Confidential Information will not be used in a manner that violates U.S. securities laws.

  5. Upon request by the Disclosing Party, the Receiving Party will return to the Disclosing Party, without making or taking copies thereof, all documents pertaining to the business of the Disclosing Party, irrespective of whether such documents relate to or concern Confidential Information.

  6. The obligations stated in this Agreement shall expire 36 months after either party presents to the other party in writing, the decision to, or not to engage in a relationship or transaction and shall be binding upon the parties and their respective representatives, successors, and assigns, whether by operation of law or otherwise. Notwithstanding the foregoing, the last sentence of Section 4 shall survive termination or expiration of this Agreement.

  7. This Agreement constitutes the entire understanding and agreement of the parties regarding the subject matter hereof and supersedes any prior oral or written understandings or agreements and may not be modified, except in writing signed by all parties. This Agreement shall be construed in accordance with and be governed by the laws of the State of [State Juristiction of choice], without reference to [State Juristiction of choice]'s choice of law rules.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

O'Hara Associates

Name: ______________________________________________

Signature: _________________________________________

Title: _____________________________________________

Individual or Company

Name: ______________________________________________

Signature: _________________________________________

Title: _____________________________________________

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