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This Non-Disclosure Agreement (this “Agreement”) is entered into by and between Guangzhou Shiyuan Innovation Technology Co., Ltd, located at No. 69 Fengsu 1st Road, Huangpu District, Guangzhou City, Guangdong Province, P.R.China, together with its affiliates and subsidiaries (collectively, “Company” or “Disclosing Party”), and the applicant requesting access to Company’s security, privacy, and compliance materials (“Applicant”, “You”, or “Receiving Party”). Company and Receiving Party are referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, Receiving Party wishes to obtain access to Company’s security certificates, privacy reports, audit documentation, and other compliance materials for the sole purpose of evaluating Company’s security, privacy, and compliance posture (the “Purpose”); and
WHEREAS, in connection with the Purpose, Company may disclose certain proprietary and confidential information to Receiving Party, and Receiving Party agrees to receive and protect such information under the terms and conditions set forth below.
NOW, THEREFORE, by clicking to accept or agreeing to this Agreement, or by accessing, downloading, or reviewing the Confidential Information, Receiving Party agrees as follows:
1. Definition of “Confidential Information”. “Confidential Information” means any non-public, proprietary, or confidential information disclosed or made available by Disclosing Party to Receiving Party, directly or indirectly, in connection with the Purpose, whether in written, electronic, visual, or other form. Confidential Information includes, without limitation: security assessment reports, privacy impact evaluations, compliance certifications (e.g., ISO, SOC reports), audit results, system architecture diagrams, vulnerability reports, product roadmaps, trade secrets, and any analyses, summaries, or extracts prepared by Receiving Party containing or based upon such information.
2. Confidentiality Obligations. Receiving Party shall: (a) Hold and maintain all Confidential Information in strict confidence; (b) Not disclose, publish, release, transfer, or otherwise make available the Confidential Information to any third party without Disclosing Party's prior written consent; (c) Not copy, duplicate, reverse engineer, decompile, or create derivative works from the Confidential Information, except as strictly necessary for the Purpose; (d) Use the Confidential Information solely for the Purpose and for no other business or commercial reason.
3. Exceptions. The obligations in Clause 2 shall not apply to any portion of Confidential Information that Receiving Party can demonstrate by competent written proof: (a) Is or becomes publicly available without breach of this Agreement by Receiving Party; (b) Was rightfully in Receiving Party’s possession prior to disclosure by Disclosing Party without confidentiality obligations; (c) Is lawfully received from a third party who has the right to disclose it without restriction; or (d) Was independently developed by Receiving Party without reference to or use of Disclosing Party’s Confidential Information.
4. Term and Duration. This Agreement becomes effective upon Receiving Party’s acceptance hereof or access to the Confidential Information (the “ Effective Date”). The confidentiality obligations under this Agreement shall survive for a period of five (5) years from the date of disclosure of the Confidential Information, provided that any trade secrets or core security/architectural materials shall remain confidential indefinitely or for as long as permissible under applicable law.
5. Standard of Care and Dissemination. Receiving Party shall restrict access to Confidential Information strictly to its personnel or professional advisors who have a direct "need-to-know" for the Purpose and who are bound by confidentiality obligations no less restrictive than those set forth herein. Receiving Party shall apply at least a reasonable degree of care—and no less than the degree of care it uses for its own confidential information—to prevent unauthorized disclosure or use. Receiving Party shall be fully liable for any breach of this Agreement by its representatives.
6. Notification of Unauthorized Disclosure. Receiving Party shall immediately notify Disclosing Party in writing upon discovering any unauthorized access, use, or disclosure of Confidential Information, and shall provide full cooperation to mitigate the effects and recover the Confidential Information.
7. Compelled Disclosure. If Receiving Party is legally required by court order, subpoena, or governmental authority to disclose any Confidential Information, Receiving Party shall provide prompt advance written notice to Disclosing Party (where legally permissible) to enable Disclosing Party to seek a protective order. Receiving Party shall disclose only the minimum information legally required.
8. Remedies. Receiving Party acknowledges that any violation or threatened breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages alone would be inadequate. Disclosing Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies without the necessity of posting a bond, in addition to any monetary damages available under law.
9. Warranty Disclaimer. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE OF ITS DISCLOSED MATERIALS.
10. Retention of Ownership. Disclosing Party retains all right, title, and interest (including all intellectual property rights) in and to its Confidential Information. No license or rights under any patents, copyrights, trademarks, or trade secrets are granted or implied by this Agreement.
11. Return or Destruction of Materials. Upon Disclosing Party’s request or upon completion of the Purpose, Receiving Party shall promptly cease using and securely delete or destroy all copies of the Confidential Information (including electronic files) and certify such destruction in writing upon request.
12. Electronic Acceptance and Validity. By clicking “I Agree”, submitting the online request form, or downloading/accessing the Confidential Information, Receiving Party acknowledges and agrees that it has read, understood, and agreed to be legally bound by this Agreement. Electronic signatures, online acceptance records, and digital logs shall have the same legal force and effect as handwritten signatures.
13. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China (excluding the laws of Hong Kong SAR, Macao SAR, and Taiwan Region). Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the competent court in Guangzhou, Guangdong Province, China.
14. Entire Agreement & Severability. This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
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