The vendor, in consideration of the mutual covenants of this Agreement, hereby agree as follows.

1. In connection with business relationship (the "Relationship"), the parties may share confidential information. The “Disclosing Party” is the one who shares the information, and the “Receiving Party” is the one who receives it. “Confidential Information” refers to any proprietary or sensitive information, such as financial, marketing, or business plans, forecasts, intellectual property, trade secrets, or know-how. This information can be in various forms—documents, drawings, software, technical data, or other formats—and can be shared verbally, in writing, electronically, visually, or through other means.

2. “Representatives” shall include the controlled affiliates of the Receiving Party and their respective directors, officers, employees, legal counsel, consultants, agents, and professional advisors. The Receiving Party shall be liable for any breach of this Agreement by its Representatives and shall implement all reasonable measures to prevent any unauthorized disclosure or use of Confidential Information by such Representatives. The Receiving Party shall ensure that each Representative is bound by a written agreement or confidentiality obligation that is no less restrictive than the terms of this Agreement.

3. All Confidential Information which is disclosed by the Disclosing Party in connection with discussions relating to the Relationships shall automatically be deemed proprietary or confidential and subject to this Agreement unless otherwise confirmed in writing by the Disclosing Party.  In addition, the existence and terms of this Agreement, and the fact and substance of the Parties’ discussions and correspondence relating to the Relationships, including the identification of the Disclosing Party by name or identifiable description in connection with the parties' participation in such process, shall be deemed Confidential Information and shall not be disclosed by the Receiving Party without the consent of the Disclosing Party.

4. With respect to Confidential Information disclosed under this Agreement, the Receiving Party shall:

• hold the Confidential Information in confidence, exercising a degree of care not less than the care used by the Receiving Party to protect its own proprietary or confidential information that it does not wish to disclose, and in no event less that a reasonable degree of care;

• restrict disclosure of the Confidential Information solely to those Representatives with a need to know and not disclose it to any other person;

• advise those Representatives of their obligations with respect to the Confidential Information; and

• use the Confidential Information only in connection with continuing discussions by the Parties concerning the Relationships, except as may otherwise be mutually agreed upon in writing, and shall reproduce such Confidential Information only to the extent necessary for such purpose.

5. All Confidential Information shall remain the property of the Disclosing Party. Within ten (10) business days of receiving a written request from the Disclosing Party, the Receiving Party shall either return all Confidential Information received in tangible form or destroy such Confidential Information, as instructed by the Disclosing Party. This obligation includes the deletion or secure destruction of all Confidential Information stored electronically, including copies stored in email systems, cloud storage, backup systems, or other electronic formats. Upon request, the Receiving Party shall certify in writing that all such Confidential Information has been returned or destroyed in accordance with this Agreement.

6. The Receiving Party shall have no obligation to preserve the proprietary or confidential nature of any Confidential Information which:

• was previously known to the Receiving Party free of any obligation to keep it confidential; or

• is or becomes publicly available by means other than unauthorized disclosure; or

• is developed by or on behalf of the Receiving Party independent of any Confidential Information    furnished under this Agreement; or

• is received from a third party whose disclosure does not violate any confidentiality obligation.

7. Neither this Agreement, nor the disclosure of Confidential Information under this Agreement, nor the ongoing discussions and correspondence by the Parties concerning the Relationships or any other matter, shall constitute or imply any promise or intention to make any purchase or use of products, facilities or services by either party or its affiliated companies or any commitment by either party or its affiliated companies with respect to any other present or future transaction. If, in the future, the Parties elect to enter into binding commitments relating to the Relationships or any other transaction, such commitments will be explicitly stated in a separate written agreement executed by both Parties, and the Parties hereby affirm that they do not intend their discussions, correspondence, and other activities to be construed as forming a contract relating to the Relationships or any other transaction without execution of such separate written agreement.

8. Each party retains the right, in its sole discretion, to determine whether to disclose its Confidential Information to the other party, and disclosure of Confidential Information of any nature shall not obligate the Disclosing Party to disclose any further Confidential Information.

9. The Receiving Party  (a) acknowledges that the Disclosing Party does not make any representation or warranty (express or implied) as to the accuracy or completeness of any Confidential Information, and (b) agrees to assume full responsibility for all conclusions it may derive from the Confidential Information.  The Disclosing Party hereby expressly disclaims any and all liability that may be based, in whole or in part, on any Confidential Information, errors therein or omissions therefrom.

10. In the event that the Receiving Party or its Representatives (a) need (for securities law purposes) to disclose Confidential Information or (b) become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or otherwise) to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice so that in the case of (a) the Receiving Party can work with the Disclosing Party to limit the disclosure to the greatest extent possible consistent with legal obligations or in the case of (b) the Disclosing Party may seek a protective order or other appropriate remedy, or if the Disclosing Party so directs, the Receiving Party shall, and shall cause its Representatives to, exercise its reasonable best efforts to obtain a protective order or other appropriate remedy at the Disclosing Party's reasonable expense. Failing the entry of a protective order or other appropriate remedy or receipt of a waiver hereunder, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by written good faith opinion of its counsel is legally required to be furnished and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information.

11. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed, or under any trademark, patent, copyright, mask work or any other intellectual property right of either party. None of the Confidential Information which may be disclosed by the Disclosing Party shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, mask works or any other intellectual property right.

12. This Agreement shall benefit and be binding upon the Parties hereto and their respective successors and assigns.

13. The Receiving Party acknowledges that during the course of engagement, they may receive sensitive information necessary to fulfill contractual obligations. The Receiving Party shall not disclose, repurpose, or reproduce any confidential materials for personal use or distribution to third parties.

14. The Receiving Party agrees not to use confidential information, including proprietary templates, strategies, or methodologies of the Disclosing Party, for any competing project or business venture. This restriction shall remain in effect for three (3) years following the completion of the engagement.

15. This Agreement shall be interpreted and enforced in accordance with the laws of Hong Kong. The Receiving Party acknowledges that specific local regulations regarding confidentiality, data protection, and trade secrets apply, including but not limited to Hong Kong Labor Law, Hong Kong Civil Law, Business and Tax Law. In case of any conflict between this Agreement and local laws, the latter shall prevail.

16. Any dispute arising from this Agreement shall be resolved through Arbitration in Hong Kong, under the rules of Hong Kong International Arbitration Centre (HKIAC). If the dispute resolution ruling is not recognized in the jurisdiction of either Party, both Parties agree to negotiate an alternative enforcement mechanism.

17. The confidentiality obligations under this Agreement shall remain in effect for 3 (three) years following the termination of the relationship between the Parties, except where local law restricts or extends this period. In Hong Kong, non-disclosure obligations may be subject to 3 years.

18. This Agreement shall be executed in English. In case of any inconsistency between the English version and any translated version, the English version shall prevail unless otherwise required by law.

19. This Agreement shall become effective as of the date on which it is first executed below (“Effective Date”), provided that this Agreement shall cover all Confidential Information disclosed whether before or after the Effective Date.  Disclosures of Confidential Information under this Agreement may take place for a period (the “Information Disclosure Period”) of two years after the Effective Date.  The obligations of the Parties contained in Paragraphs 3 and 4 shall survive and continue from the Effective Date for a period of three years.

20. The Receiving Party agrees that the Disclosing Party would be irreparably injured by a breach of this Agreement by the Receiving Party or its Representatives and that the Disclosing Party shall be entitled to equitable relief, including injunction relief and specific performance, in the event of any breach of the provisions of this Agreement.  Such remedies shall not be deemed to be the exclusion remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.

21. This Agreement (a) constitutes the entire understanding between the Parties with respect to Confidential Information provided in connection with the Relationships, (b) supersedes all prior agreements between the parties with respect to Confidential Information provided in connection with discussions relating to the Relationships and (c) shall bind the Receiving Party with respect to all Confidential Information received by it prior to the expiration of the Information Disclosure Period. No amendment or modification of this Agreement shall be valid or binding on the Parties unless made in writing and executed on behalf of each party by its duly authorized representative.

22. The Receiving Party shall not engage in any activities that directly or indirectly circumvent, bypass, or interfere with the Disclosing Party's business relationships, including but not limited to its clients, suppliers, or partners, without the prior written consent of the Disclosing Party.

 The parties hereto have executed this Non-Disclosure Agreement as of the date of agreement.