骏马企业有限公司 （Zama Corporation Ltd, ）ZAMA Confidentiality Agreement
BetweenZama Corporation Ltd.
7-9, Dai King Street, Tai Po Industrial Estate, Tai Po, N.T., Hong Kong
-hereinafter referred to as ‘Zama’
And-hereinafter referred to as ‘SUPPLIER’
Zama and SUPPLIER maintain a close supply relationship in which Zama obtains goods and /orservices from SUPPLIER. In the course of this supply relationship Zama continuously discloses
information to SUPPLIER for several purposes. For their continuous cooperation, Zama andSUPPLIER reach the following agreement on the handling of this information.
1.
In the course of cooperation, ZAMA will probably make available to SUPPLIER technicalknow-how or business or company secrets give insight to documentation, hand over documents ormaterial and/or grant SUPPLIER admittance to the company premises (hereinafter referred to as“INFORMATION”)
2.
Unless otherwise agreed upon, all INFORMATION that is disclosed to SUPPLIER by ZAMA
shall be treated as confidential INFORMATION. This also applies to the cooperation itself and theconclusion of this agreement. In particular, SUPPLIER is not entitled to mention the cooperation inadvertising without ZAMA’s consent.
3.
SUPPLIER shall keep confidential the INFORMATION received from ZAMA (even before
the effective day of this agreement) and make it available only to those employees who require it
for the purpose of performing the work within the scope of this agreement, and do its utmost toprevent its employees from passing the INFORMATION on to unauthorized persons. IF SUPPLIER
in performance of its duties owed to ZAMA should collaborate with other companies, it may only
make INFORMATION available to these other companies after the written permission of ZAMA andafter a confidentiality agreement with identical content has been concluded with these othercompanies.
4.
Any materials or documents supplied by ZAMA shall be retained in a secured location at alltimes. SUPPLIER shall secure electronic INFORMATION according to the respective state-of-theart, e.g. by using password protection, firewalls and antivirus software. By taking adequate
measures, it shall prevent its data processing equipment from unauthorized use by both its own
employees and third parties. If data or storage media gets lost, is spied out or if unauthorizedcopies are made or if other comparable irregularities should occur on data processing, ZAMA shallnotified immediately. The notification shall contain a detailed description of the sort and extent ofthe affected data.
5.
The knowledge and INFORMATION received from ZAMA shall be used by SUPPLIER only
for the purpose agreed upon. In particular, SUPPLIER is neither entitled to use the INFORMATION
7-9, Dai King Street, Tai Po Industrial Estate, Tai Po, N.T., Hong Kong第 1 页 共 3 页骏马企业有限公司 （Zama Corporation Ltd, ）commercially nor to use it for research purposes, unless otherwise agreed. ZAMA reserve all rights
in all INFORMATION transmitted to SUPPLIER, especially in technical drawings, summaries orother documents that were handed over; this pertains in particular to the right of application for andgrant of national or foreign industrial property rights.
6.
An INFORMATION shall cease to be considered as confidential in terms of this agreement,
if SUPPLIER can prove that･ at the time of disclosure by ZAMA to SUPPLIER the INFORMATION has already been known bythe general public or the INFORMATION subsequently becomes generally known without a breachof the terms of this agreement by SUPPLIER, or･ the INFORMATION has lawful been acquired or is subsequently lawfully acquired by a third party
that does not violate the agreement by disclosing the INFORMATION to SUPPLIER, or･ the INFORMATION was known by SUPPLIER prior to handling over and was not obtained from athird party by violating the agreement, or･ the INFORMATION has been or is subsequently independently elaborated by employees ofSUPPLIER who did not have access to the confidential INFORMATION.
7.
This agreement does not entitle SUPPLIER to claim for the disclosure of INFORMATION or
the conclusion of a cooperation agreement.
8.
The obligation to maintain confidentiality shall be valid for an indefinite period of time. Incase of any inconsistency between the agreement and other agreements that the parties concluded,
such as research and development agreements, these other agreements shall prevail.
9.
This agreement shall be valid for an indefinite period of time. It will end automatically on thetermination of the parties’ cooperation. The confidentiality obligation shall remain unaffected of theending or termination of this agreement.
10.
Amendments and additions to this agreement must be made in written form. Should any
provision of this agreement be or become invalid or unenforceable, or should there be an omission
herein, this shall not affect the validity of the Agreement as a whole. In place of the invalid orunenforceable provision, that valid provision shall be deemed agreed which corresponds mostclosely to the intended spirit and purpose. In the event of an omission, that provision shall bedeemed agreed which corresponds to what would have been agreed, judging by the spirit andpurpose of this agreement, had the matter been considered at the outset.
11.
This agreement is subject to the laws of the Hong Kong Special Administrative Region,
People’s Republic of China. For any conflicts resulting from this agreement shall be referred to andfinally resolved by arbitration administered by the Hong Kong International Arbitration Centre(“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration issubmitted.

ZAMA CORPORATION Ltd.
……………………………….
Representative/Date……………………………….
Representative/Date……………………………….

SUPPLER………………………………………
Representative/Date………………………………………
Representative/Date………………………………………

7-9, Dai King Street, Tai Po Industrial Estate, Tai Po, N.T., Hong Kong

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