保密协议(英文版)

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT

(the “

Agreement

”) is made and entered into as of this

___ day of ___ 20___, between [________________], a company incorporated under the laws of the

[

Place of Incorporation

] (

“

Party A

”); and

Sinohydro Corporation Limited, a company organized and

existing under the laws of the Peoples Republic of China

(the “Company”

) (each of Party A and the

Company being a

WITNESSETH:

WHEREAS,

the

Parties

are

about

to

enter

into

discussions

and

to

exchange

information

regarding opportunities for [

Brief Description of the Contemplated Transaction

] (the

WHEREAS,

in the course of such discussions regarding the Transaction, each Party expects

to disclose certain confidential, proprietary and trade secret information to the other Party; and

WHEREAS

,

Party

A

and

the

Company

seek

to

safeguard

and

protect

their

respective

confidential proprietary and trade secret information.

NOW, THEREFORE,

in consideration of the mutual promises contained herein, the receipt

and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1.

1.1

As

used

herein,

the

term

“

Proprietary

Information

”

shall

mean

all

confidential

o

r

proprietary

information

including,

without

limitation,

trade

secrets,

names

and

expertise

of

employees

and

consultants,

know-how,

formulae,

processes,

ideas,

inventions

(whether

or

not

patentable),

schematics,

tapes,

drawings,

part

prints,

concept

sketches,

tool

drawings,

tool

making

technology,

manufacturing

plans,

equipment

specifications,

records,

parts,

samples,

prototypes,

specifications,

photographs,

reports,

and

other

technical,

business,

financial,

company

and

product

development

information

documents

and

data

(whether

or

not

reduced

to

writing),

which

is

disclosed

or

made

available

by

either

Party

(the

“

Disclosing

Party

”)

to

the

other

Party

(the

at

the

time

of

disclosure

or

promptly

thereafter

in

writing

or

electronically

as

confidential

or

proprietary, or (b) that, regardless of the form of disclosure, should reasonably have been understood

by the Receiving Party because of legends or other markings, the circumstances of disclosure, or the

nature of the information itself to be proprietary or confidential to the Disclosing Party, an Affiliate

of the Disclosing Party or to a third party. Notwithstanding the foregoing, Proprietary Information

shall not include information that: (i) is in the public domain on the date hereof or comes into the

public

domain

other

than

through

the

fault

or

negligence

of

the

Receiving

Party;

(ii)

is

lawfully

obtained by the Receiving Party from a third party without breach of this Agreement and otherwise

not in violation of the Disclosing Party’s rights; (iii) is known to the Receiving Party at the time of

disclosure

as

shown

by

its

written

records

in

existence

at

the

time

of

disclosure;

or

(iv)

is

independently developed by the Receiving Party, provided the Receiving Party can demonstrate that

it

did

so

without

making

any

use

of

any

Proprietary

Information

or

other

information

that

the

Disclosing Party disclosed in confidence to any third party.

1

Proprietary Information.

1.2

For

the

purposes

of

this

Agreement

the

term

“

Affiliate

”

shall

mean

any

company,

corporation, or other entity, which controls, is controlled by, or is under common control with a Party

now

and

shall

be

considered

an

Affiliate

only

so

long

as

the

ownership

or

control,

directly

or

indirectly, meets the conditions set forth herein. For purposes of this definition, “

control

” shall mean

ownership

or control,

directly

or

indirectly,

of

more

than

fifty

(50%)

percent

of

the

shares

having

voting rights, or other equivalent rights of the subject entity entitled to vote.

2.

Nondisclosure.

In

consideration

of

the

Disclosing

Party’s

disclosure

of

Proprietary

Information to the Receiving Party, the Receiving Party agrees that it: (i) shall treat all Proprietary

Information as strictly confidential; (ii) shall not disclose or use any Proprietary Information except

for the purpose (a) of evaluating the information disclosed by the Disclosing Party with respect to the

Transaction or (b) performing its duties or exercising its rights under a written agreement entered into

by the Parties regarding the Transaction (collectively the “

Purpose

”); (iii) shall protect all Proprietary

Information, whether in storage or in use, with the same degree of care as the Receiving Party uses to

protect

its

own

Proprietary

Information

against

public

disclosure,

but

in

no

case

with

less

than

reasonable

care

and

shall

not

take

copies

(whether

electronic

or

otherwise)

of

any

Proprietary

Information;

(iv)

shall

disclose

Proprietary

Information

only

to

such

partners,

officers,

directors,

employees,

agents

and

professional

advisers

(including

without

limitation

attorneys,

accountants,

consultants, bankers and financial advisors)

(collectively “

Representatives

”) of the Receiving Party

who need to know such Proprietary Information for the Purpose, provided such Representatives are

informed of the confidential nature of such Proprietary Information and the terms of this Agreement

prior to disclosure and provided further that the Receiving Party shall be responsible in the event of

such Representative’s breach of this Agreement as if the Receiving Party had committed such breach;

(v) shall be permitted to disclose Proprietary Information to its Affiliates and to allow its Affiliates to

receive

Proprietary

Information

from

the

Disclosing

Party,

provided

that,

prior

thereto,

such

Affiliates agree to be bound by the terms hereof, and provided further that the Receiving Party shall

be responsible in the event of such Affiliates’ breach of this Agreement as if the Receiving Party

had

committed such breach; and (vi) shall not reverse engineer any such Proprietary Information. Except

upon mutual written agreement, or as may be required by law, neither Party to this Agreement shall

in any way or in any form disclose the existence of the Transaction, the discussions that gave rise to

this Agreement or the fact that there have been, or will be, discussions or negotiations covered by this

Agreement.

The

Receiving

Party

will

notify

the

Disclosing

Party

in

writing

promptly

upon

the

occurrence

of

any

unauthorized

release

of

Proprietary

Information

or

breach

of

this

Agreement

of

which it is aware.

3.

Required Disclosure.

If

the

Receiving

Party

is

required

to

disclose

Proprietary

Information pursuant to any applicable legal requirement or the order of any court or governmental

agency of competent jurisdiction or recognized stock exchange the Receiving Party shall first notify

the Disclosing Party of any such order and, if practicable, afford such Party the opportunity to seek a

protective

order

relating

to

any

such

disclosure

and,

the

Receiving

Party

shall

then

be

entitled,

without breaching its non-disclosure obligations under this Agreement, to furnish only that portion

(in the opinion of counsels) of the Proprietary Information that it is legally required to disclose and

will

exercise all

reasonable

efforts

to

obtain

reliable

assurances

that confidential

treatment

will

be

accorded the remaining Proprietary Information.

4.

Return of Proprietary Information.

Upon

the

completion

or

termination

of

the

discussions regarding the Transaction, or at any time upon the Disclosing Party’s written request, the

Receiving Party shall either (i) immediately return to the Disclosing Party or (ii) destroy and then

certify

to

the

Disclosing

Party

the

destruction

of

all

items

of

Proprietary

Information

of

the

2

Disclosing Party. Notwithstanding the return or destruction of Proprietary Information, the Receiving

Party will continue to be bound by the terms and obligations of this Agreement.

5.

Ownership.

All

right,

title

and

interest

in

and

to

the

Proprietary

Information

disclosed by the Disclosing Party shall remain the exclusive property of the Disclosing Party. The

Parties acknowledge and agree that this Agreement shall not be construed as a transfer or sale by the

Disclosing

Party

of

any

right

whatsoever,

by

license

or

otherwise,

in

or

to

any

of

its

Proprietary

Information,

and

no

licenses

or

rights

under

any

patent,

copyright,

trademark,

or

trade

secret

are

granted or implied or are to be implied by this Agreement.

6.1

The Parties acknowledge that the extent of damages in the event of the breach of any

provision

of

this

Agreement

would

be

difficult

or

impossible

to

ascertain,

and

that

there

will

be

available no adequate remedy at law in the event of any such breach. Each Party therefore agrees

that

in

the

event

it

breaches

any

provision

of

this

Agreement,

the

other

Party

will

be

entitled

to

specific

performance

and

injunctive

or

other

equitable

remedies,

in

addition

to

any

other

relief

to

which it may be entitled at law or in equity. Any such relief shall be in addition to and not in lieu of

any appropriate relief in the way of monetary damages. Notwithstanding anything to the contrary

contained

herein,

neither

Party

shall

be

liable

to

the

other

for

any

indirect,

incidental,

special

or

consequential damages.

6.2

The waiver, express or implied, by any Party of any of its rights arising under this

Agreement

shall

not

constitute

or

be

deemed

a

waiver

of

any

other

right

hereunder,

whether

of

a

similar or dissimilar nature.

7.

Relationship of Parties.

T

his

Agreement

is

neither

intended

to

create,

nor

shall

it

be

construed as creating, (i) a joint venture, partnership or other form of business association between

the

Parties,

(ii)

an

obligation

to

buy

or

sell

products

using

or

incorporating

the

Proprietary

Information,

(iii)

an

implied

or

express

license

grant

from

either

Party

to

the

other,

(iv)

any

obligation to continue discussions or negotiations with respect to any potential agreement between

the Parties or (v) an agreement to enter into any agreement.

8.

Warranty.

Each Party warrants its right to disclose Proprietary Information to the

other and to authorize the use by the other or by third parties in accordance with the terms of this

Agreement of the Proprietary Information.

9.

Term.

The term of this Agreement shall continue for a period of two (2) years from

the termination of the Transaction (or the discussions in respect thereof) by either Party,

provided

that

the

non- disclosure

and

use

restriction

obligations

under

this

Agreement

shall

survive

with

respect

to

the

Proprietary

Information

for

such

longer

period

during

which

such

Proprietary

Information retains its status as a trade secret or qualifies as confidential under applicable law.

3

6.

Remedies; No Waiver.