MUTUAL NON-DISCLOSURE AGREEMENT
In order to protect certain confidential information and human resources, VIETSOFTWARE INTERNATIONAL Inc.,(“VIETSOFTWARE INTERNATIONAL”), and the “Participant” identified below, agree: 1. Protection of Information: Each item of information disclosed by a party or its corporate affiliates and majority-owned subsidiaries(“Discloser”) and identified as confidential pursuant to section 3 (“Confidential Information”) shall be held in confidence by the receiving party (“Recipient”) and used only for the purpose(s) stated below until five (5) years after such disclosure. The Recipient may only disclose Confidential Information to those of the Recipient’s employees and contractors who need to know such information for their work in connection with the Purpose and who have previously agreed to be bound by terms and conditions substantially similar to those of this Agreement. 2. Protection of Human Resource: Recipient of the other party’s staffs for serving in the limited time projects shall only hire or recruit them in a form of labor agreement from the days beyond 1 year since the closing dates of those projects. 3. Standard of Care: Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as Recipient uses to protect its own confidential information of a like nature. 4. Identification: Recipient’s obligations shall extend only to Confidential Information described below, that either (i) is marked as confidential at the time of disclosure; or (ii) is identified as confidential at the time of disclosure, and is designated as confidential in a written memorandum sent to Recipient’s primary representative listed below within thirty (30) days of disclosure, summarizing the confidential information sufficiently for identification; or (iii) the Recipient knows or should know of its confidential nature; or (iv) is a software program or related documentation, in whatever form, whether or not marked. In the event of dispute, Discloser shall have the burden of proving the confidential nature of information subject to clause (iii) and Recipient shall have the burden of proving the non-confidential nature of other information. 5. Exclusions: This Agreement imposes no obligation upon Recipient with respect to information that: (a) was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is disclosed by Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by Recipient; (f) is disclosed under operation of law; or (g) is disclosed by Recipient with Discloser’s prior written approval. 6. Warranty: Each Discloser warrants that it has the right to make the disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT, ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED “AS IS”. 7. Rights: Neither party acquires any intellectual property rights under this Agreement except the limited rights necessary to carry out the purposes set forth below. This Agreement shall not restrict reassignment of Recipient’s employees. 8. Miscellaneous: § Both parties shall adhere to all applicable laws, regulations and rules relating to the export of technical data, and shall not export or re-export any technical data, any products received from Discloser, or the direct product of such technical data to any proscribed country listed in such applicable laws, regulations and rules unless properly authorized. 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. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. All Confidential Information shall be and remain the property of the Discloser. All documents and other media containing or representing Confidential Information and all copies thereof that are
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in possession of Recipient shall be destroyed or returned to Discloser upon request by Discloser, and Recipient shall provide written certification of compliance with such request. § This Agreement shall be governed in all respects by the laws of the Vietnam without application of the principles of conflicts of law. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the people courts located in Hanoi, Vietnam as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such the people courts located in Vietnam, such personal jurisdiction shall be nonexclusive.
VIETSOFTWARE INTERNATIONAL’s Confidential Information: Information regarding VIETSOFTWARE INTERNATIONAL’s software, services, customers, business, finances, IT infrastructure. Purpose(s) for which VIETSOFTWARE INTERNATIONAL’s Confidential Information may be used: Potential mutual business opportunities. VIETSOFTWARE INTERNATIONAL Contact: VIETSOFTWARE INTERNATIONAL Suite 102, 152 Thuy Khue Street, Hanoi, Vietnam By: __________________________________________ Print name: ____________________________________ Title: _________________________________________ Participant’s Confidential Information: Purpose(s) for which Participant’s Confidential Information maybe used: Potential mutual business opportunities. Participant Contact: Address: ______________________________________ By: __________________________________________ Print Name: ___________________________________ Title: _________________________________________ Effective Date: ________________________________ PLEASE EXECUTE AND FAX TO VIETSOFTWARE INTERNATIONAL AT FAX: +8449745700
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