China Valves Technology Inc.: Exhibit 10.2 - Filed by newsfilecorp.com





Exhibit 10.2

MUTUAL NON-DISCLOSURE AGREEMENT

     This Mutual Non-Disclosure
Agreement (this “Agreement”) entered into this by and between:

     China Valves
Technology Inc.
     226
Jinshui Road Kineer
Plazza, 
     21F, Room
2101,Zhengzhou,Henan,P.RChina

     (Hereinafter referred to as the
"the Company")

     And

     Zhaonian
Du

     (Hereinafter referred to as the
"Participant")

     in Zhengzhou, Henan.

     The Company is as a disclosing
Party (the "Discloser") and the Participant is as a receiving Party (the
"Recipient") under this Agreement, and collectively the “Parties”.

     WITNESS :

     WHEREAS each of China
Valves Technology Inc. and the Participant possess certain proprietary valuable
and confidential information and technology; and

     WHEREAS the Parties desire
to enter into discussions for the Purpose of evaluating the possibility of
cooperation or deal in China and for such other purposes as the Parties may
agree in writing (the “Purpose”).

     WHEREAS in order to
determine their interest in entering into such a business transaction, the
Parties wish to exchange or to provide one another with access to their
respective “Confidential Information” (as defined below), without undermining
its confidential nature and economic value;

     NOW THEREFORE, in
consideration of the mutual undertakings and promises herein, the Parties hereto
hereby agree as follows:

     1. Confidential
Information

     1.1 The term "Confidential
Information" means any and all information and know-how of a proprietary,
private, secret or confidential nature, in whatever form, that relates to the
business, financial condition, technology and/or products of the Discloser, its
customers, potential customers, suppliers or potential suppliers, provided or
disclosed to the Recipient by the Discloser, or any on its behalf, or which
otherwise becomes known to the Recipient, whether or not marked or otherwise
designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustration and
not limitation, Confidential Information includes all forms and types of
financial, business, technical, including but not limited to specifications,
designs, techniques, processes, procedures, methods, compilations, inventions
and developments, products, samples, algorithms, computer programs (whether as
source code or object code), data, marketing and customer information, vendor
information, personal information, projections, plans and reports, and any other
data, documentation, or information related thereto, as well as improvements
thereof, whether in tangible or intangible form, and whether or not stored,
compiled or memorialized in any media or in writing, including information
disclosed as a result of any visitation, consultation or information disclosed
by Parties to this Agreement or other parties on their behalf such as
consultants, clients, suppliers and customers, etc. The Discloser shall
determine in its sole discretion what information and materials it shall
disclose to the Recipient.




     1.2 Confidential Information
shall not include information or matter that the Recipient can demonstrate by
reasonable and tangible evidence to the Discloser’s reasonable satisfaction,
that: (a) was already known to the Recipient prior to its disclosure pursuant to
this Agreement, or was independently developed by the Recipient thereafter
without reference to or use of the Confidential Information of the other Party;
(b) has become a part of the public knowledge, without a breach of this
Agreement by the Recipient; or (c) shall have been received by the Recipient
from another person or entity having no confidentiality obligation to the
Discloser; or (d) is explicitly approved in writing by the Discloser for release
by the Recipient; or (e) is disclosed pursuant to a court order, or to the
extent required under any applicable law, provided the Recipient at the request
and expense of the Discloser, uses reasonable efforts to limit such disclosure
to the extent requested and further provided that, to the extent permissible by
law, such disclosure will only be made at the latest time legally allowed and
after notice is given to the Discloser, as soon as practicably possible,
allowing it to take legal measures to prevent the disclosure.

     2. Obligations of the
Recipient

     2.1 Subject to Clause 3.6 below,
the Recipient shall treat all Confidential Information of the Discloser as
strictly confidential and secure, using the same degree of care the Recipient
uses to protect its own confidential information, but in any event not less than
high standard of care, and without the prior written consent of the
Discloser:

	 	a) 	
      Shall not exploit or make use, directly or indirectly,
      and/or copy, duplicate or reproduce such Confidential Information, for any
      other purpose other than for the Purpose;

	 	 	 
	 	b) 	
      Shall protect and safeguard the Confidential Information
      against any unauthorized use, disclosure, transfer or publication with at
      least the same degree of care as it uses for its own confidential or
      proprietary information, but in no event with less than high
  care;

	 	 	 
	 	c) 	
      Shall not use any Confidential Information to compete or
      obtain any competitive or other advantage with respect to the
      Discloser;








	 	d) 	
      Shall restrict its internal disclosure of the
      Confidential Information only to those employees who clearly have a
      need-to-know of such Confidential Information, and then only to the extent
      of such need-to-know and strictly for the Purpose;

	 	 	 
	 	e) 	
      Shall not disclose or transfer, directly or indirectly,
      the Confidential Information or any part thereof, or any document or other
      material (in any medium), which contains, summarizes or embodies the
      Confidential Information or any part thereof, to any person, firm,
      corporation or any other entity, at any time unless it was authorized by
      the Discloser in advance; It being understood that any disclosure of
      Confidential Information to any transferee will be made (A) only on a need
      to know basis solely for the Purpose and (B) only to such transferees who
      have agreed in writing, prior to and as a condition for disclosure
      thereto, to (x) keep the confidentiality of such Confidential Information
      and (y) be bound to the confidentiality obligations of this Agreement (as
      if it had originally been named as the Recipient herein) and (z) name the
      Discloser as an intended third party beneficiary of each such written
      agreement with the rights to enforce such written agreement made by such
      transferee. For avoidance of doubt no transferee shall have the right to
      further disclose information so disclosed thereto.

	 	 	 
	 	f) 	
      Shall assume full responsibility for enforcing this
      Agreement and shall take appropriate measures with all persons acting on
      its behalf to ensure that such persons are bound by a materially similar
      covenant of confidentiality, and informing such persons that such
      Confidential Information shall not be disclosed except as provided herein.
      The Recipient shall be fully responsible for any breach of the terms of
      this Agreement by any of its transferees and by any person acting on their
      behalf;

	 	 	 
	 	g) 	
      Shall notify the Discloser upon discovery of any
      unauthorized use or disclosure of the Confidential Information and take
      reasonable steps to regain possession of the Confidential Information and
      prevent further unauthorized actions or other breach of this
    Agreement.



     2.2 No Rights or Licenses
Granted. The disclosure of the Confidential Information pursuant to this
Agreement shall not grant the Recipient any express or implied license or right
in such Confidential Information, including without limitation any right or
license to any patent, trademark, copyright, trade secret, moral right or any
other right recognized by any law or regulation of any jurisdiction worldwide
(collectively, “Intellectual Property Rights”). The Discloser and/or its
licensors are and shall remain at all times the owners of all Intellectual
Property Rights in any Confidential Information, to be used by the Recipient
only for the Purpose. Each Party agrees that it shall not remove or otherwise
alter any of the Discloser's trademarks, logos, copyright notices or other
proprietary notices or indicia, if any, fixed or attached to the Confidential
Information or any part thereof.

     2.3 Return of Confidential
Information. Unless otherwise required by applicable law or regulation or by
any competent judicial, governmental, supervisory or regulatory body (including
without limitation, any stock exchange), the Recipient shall either destroy or
return to the Discloser immediately upon its request all copies of the
Confidential Information and all documents and any and all materials (in any
medium), which contain, summarize or embody the Confidential Information or any part thereof, which are then in
the possession of the Recipient, its Transferees and/or under any of their
control, without retaining copies thereof, and in either case shall certify in
writing within ten (10) days of receiving such a request, its compliance with
the terms of this provision.




     3.
Miscellaneous

     3.1 No Obligation. Neither
this Agreement nor the disclosure or receipt of Confidential Information shall
constitute or imply any obligation or intention by either Party to make any
cooperation or otherwise enter into any other business relationship with the
other Party.

     3.2 Warranty. Each Party
warrants that it has the right to disclose all Confidential Information
disclosed to the other party, and it will indemnify and defend the other Party
from third-party claims resulting from the negligent or wrongful disclosure of
such third-party's confidential information. The disclosure of any Confidential
Information by either Party shall not constitute any other representation or
warranty by that Party, including regarding the accuracy of the same or the
non-infringement of any patent, trademark, copyright or any other intellectual
property or proprietary right.

     3.3 Term. The obligations
set out in this Agreement shall be continuing, in particular, they shall
continue in full force and effect indefinitely notwithstanding the termination
of negotiations or discussions between the Company and the Participant.

     3.4 Entire Agreement. This
Agreement shall constitute the full and entire agreement between the Parties
with respect to the confidentiality and non-disclosure of the Confidential
Information and shall supersede any and all prior or contemporaneous agreements
and understandings relating thereto. No change, modification, or addition to any
provision of this Agreement shall be binding unless made in writing and executed
by the duly authorized representatives of both Parties. This Agreement may not
be assigned by either Party without the consent of the other Party.

     3.5 Severability. If a
competent court holds that (i) any of the provisions contained in this Agreement
is for any reason excessively broad with regard to time, geographic scope or
activity, that provision shall be construed in a manner to enable it to be
enforced to the maximum extent compatible with applicable law; (ii) any
provision in this Agreement is void or unenforceable, such determination shall
not affect the validity or enforceability of any other term or provision.

     3.6 No Publication.
Neither Party shall disclose, publicize or advertise in any manner the
discussions or negotiations contemplated by this Agreement or any other
Confidential Information without the prior written consent of the other Party,
except as may be required by applicable law or regulation or by any competent
judicial, governmental, supervisory or regulatory body (including without
limitation, any stock exchange).

     3.7 Compelled Disclosure.
In the event that the Recipient becomes compelled to disclose any of the
Confidential Information under Clause 3.6 above, as far as legally permitted, it
will provide the Discloser with prompt notice thereof so that the Discloser may
seek a protective order or other appropriate remedy against the disclosure, and
in any event will limit the disclosure to the greatest extent reasonably
possible under the circumstances.




     3.8 Notices. All notices
made under this Agreement shall be in writing and shall be deemed to have
delivered (a) on the date personally delivered, (b) three days after the date
mailed, postage prepaid by certified mail with return receipt requested, or (c)
when sent via facsimile and confirmed, all to the following addresses as
applicable:

     3.9 Remedy. Each Party
acknowledges that a breach of this Agreement would cause the Discloser
irreparable harm which monetary damages will be insufficient to remedy.

     Accordingly, the Discloser, as
the case may be, in addition to any other remedies available at law, shall be
entitled to specific performance, injunctive or other equitable relief as a
remedy for any such breach.

     3.10 Indemnity. The
Recipient shall indemnify all the loss arising out of its act of breach of any
term herein or non-performance of the obligations herein, including but not
limited to any real loss, anticipatory commercial interests or any other loss as
a result of illegal usage of RECIPIENT or usage of others illegally authorized
by the Recipient. In case of the above mentioned circumstances, the Discloser
has the right to refuse to provide furthermore any Confidential Information, and
the related liabilities and loss shall be undertaken by the Recipient.

     3.11 Dispute Settlement and
Governing Laws .This agreement shall be governed by and be interpreted in
accordance with the laws of the People’s Republic of China. With respect to any
issues, disputes, lawsuits or proceedings arising from or in connection with the
rights and obligations of the parties hereunder, the two parties shall
irrevocably accept the jurisdiction of the people’s courts of the People’s
Republic of China.

     IN WITNESS WHEREOF the
parties have executed this Agreement as of the date first written above.

     Very Truly Yours,

     China Valves Technology, Inc.

By: /s/ Siping Fang
Name: Siping Fang

Title: Chairman

     Accepted and Agreed to as of the
Date First Written Above:

December 11, 2012
By: /s/ Zhaonian Du
Name:
Zhaonian Du