MUTUAL NON-DISCLOSURE AGREEMENT

WHEREAS, the parties desire to disclose to each other certain Confidential Information, as hereinafter defined, related to NOW, THEREFORE, the parties agree as follows:

  1. In this Agreement, “Confidential Information” means any oral, written, graphic or machine‑readable information including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, materials, process recipes, equipment and/or tools, including configurations, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs and related recipes, algorithms, business plans, agreements with third parties, services, customers, marketing or finances of the disclosing party, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure.
  2. The party receiving Confidential Information under this Agreement shall use the Confidential Information only for the Purpose of this Agreement.
  3. The receiving party shall maintain in strict confidence Confidential Information received from the other party and shall not disclose or divulge the Confidential Information to any third party without the prior written consent of the disclosing party; provided, however, that the party receiving such Confidential Information may disclose:
  4. A party receiving Confidential Information shall use the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized use, dissemination, or publication thereof, as it uses to protect its own information of a similar confidential nature.

    (a)   such Confidential Information to its employee who has a need to know the information and agrees to be bound by a confidentiality agreement with the receiving party no less restrictive than this Agreement. The receiving party shall be responsible for any breach of the Agreement made by any such employee as if the receiving party itself had made such breach; and

    (b)  such Confidential Information that (i) was already known to the receiving party before disclosure; (ii) is or becomes publicly known through no fault of the receiving party; (iii) is rightfully obtained by the receiving party from a third party without any obligation of confidentiality; or (iv) is required to be disclosed by any applicable law or any order of a court of competent jurisdiction or governmental authorities.

  5. Upon request of the disclosing party, the receiving party shall promptly return to the disclosing party all Confidential Information received hereunder, including all copies thereof, or provide to the disclosing party a written statement certifying the destruction of such Confidential Information.

  6. Neither party acquires any intellectual property rights or license under this Agreement except the limited right to use set out in Article 2 of this Agreement. All Confidential Information shall remain the property of disclosing party.

  7. Neither party shall publicly announce or disclose the existence or the terms of this Agreement, or the fact that discussions are taking place concerning a possible business relationship, without the prior written consent of the other party.

  8. No other warranties, including warranties of merchantability and fitness for a particular purpose or warranties against infringement, are made by either party under this Agreement. Any information in any form provided under this Agreement is provided “AS IS” with no warranty as to its accuracy or completeness.

  9. The receiving party shall be responsible for any breach of the terms of this Agreement and shall indemnify the other party from and against all claims, damages, losses, expenses and legal fees in connection with any breach of any covenant or obligation under this Agreement.

  10. All additions or modifications to this Agreement must be made in writing and be signed by both parties.

  11. This Agreement shall expire one (1) year following the Effective Date. Nevertheless. this Agreement may be terminated by either party on thirty (30) days written notice to the other provided, however, that no such termination shall serve to release either party from its obligations as to confidentiality and use which remain in force in accordance with the provisions hereof.

  12. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements and understandings relating to the subject matter hereof. The provisions of this Agreement may not be modified, amended, nor waived, except by a written instrument duly executed by both parties. This Agreement may not be assigned by either party without the prior written consent of the other.

  13. All disputes between the parties in connection to this agreement that cannot be settled by an amicable solution between parties will be submitted to Taiwan New Taipei District Court. This Agreement shall be governed by and constructed in accordance with the laws of Republic of China (Taiwan).