NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT.

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March 18, 2023

NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT.

This Non-disclosure/Confidentiality Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Blazy Alfonse, Contact Info: ____________________, (hereinafter referred to as the “Inventor”), and HongKong E-make Model Technology Ltd, represented by Amy Huang, Contact Info: Flat A, 12/F, Kiu Fu Commercial Building, 300 Lockhart Road, Wan Chai, Hong Kong (herein referred to as the “Recipient”).

WHEREAS, the Inventor and Recipient, for their mutual benefit and pursuant to a working relationship which has been or may be established, anticipate that the Inventor may disclose or deliver to a working relationship which has been or may be established, anticipate that the Inventor may disclose or deliver to Recipient documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to marketing, finance, forecasts, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by the Inventor, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”).

WHEREAS, the Parties desire to assure that the confidentiality of any Proprietary Information is maintained

NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, the Inventor and Recipient hereby agree as follows:

  1. TERM.
    1. The initial cleaning term of this Agreement shall be indefinite commencing on the Effective Date herein.
    1. For a period of sixty (60) months from the date hereof, the Recipient shall hold in trust and confidence, and not disclose to others or use for Recipient’s own benefit or for the benefit of another, any Proprietary Information which is disclosed to the Recipient by the Inventor at any time between the date hereof and twelve (12) months thereafter. The Recipient shall disclose Proprietary Information received under this Agreement to person within its organization only if such persons (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Proprietary Information. This paragraph 1 shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
  2. DEFINITION OF CONFIDENTIAL INFORMATION.
    1. For the purpose of this Agreement, “Confidential Information” means any documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to marketing, finance, forecasts, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by the Inventor, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”).
    1. The undertakings and obligations of Recipient under this Agreement shall not apply to any Proprietary Information which: (a) is described in an issued patent anywhere in the world, is disclosed in a printed publication available to the public, or is otherwise in the public domain through no action or fault of Recipient; (b) is generally disclosed to third parties by the Inventor  without restriction on such third parties, or is approved for release by written authorization of the Inventor; (c) if not designated “confidential” at the time of first disclosure hereunder, or is not later designated in writing by the Inventor within thirty (30) days from disclosure to Recipient to be of a secret, confidential or proprietary nature; or (d) is shown to the Inventor by Recipient, within ten (10) days from disclosure, by underlying documentation to have been known by Recipient before receipt from the Inventor and/or to have been developed by Recipient completely independent of any disclosure by the Inventor.
    1. Recipient shall, upon request of the Inventor, return to the Inventor all documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to Recipient, and all copies and reproductions thereof.
  3. COPYRIGHT/INTELLECTUAL PROPRIETARY RIGHTS.

Title to all property received by Recipient from the Inventor, including but not limited to all Proprietary Information, shall remain at all times the sole property of the Inventor and this Agreement shall not be construed to grant to Recipient any patents, licenses or similar rights to such property and Proprietary Information disclosed to Recipient hereunder.

  • TIME PERIODS

The non-disclosure Clause of this Agreement shall be indefinite commencing on the Effective Date herein. The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and the Recipient’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until the Inventor sends the Recipient a written notice releasing the Recipient from this Agreement, whichever occurs first.

  • BREACH OF CONTRACT AND DAMAGES.

Any breach by Recipient of any of Recipient’s obligations under this Agreement will result in irreparable inquiry to the Inventor for which damages and other legal remedies will be inadequate. In seeking enforcement of any of these obligations, the Inventor will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief to prevent, discontinue and/or restrain the breach of this Agreement.

  • MISCELLANEOUS.
    • If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.
    • In any dispute over whether information or matter is Proprietary Information hereunder, it shall be the burden of Recipient to show both that such contested information or matter is not Proprietary Information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act or successor or similar law in effect in Argentina.
    • No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
    • This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
    • This Agreement is in addition to any prior written agreement between the Inventor and Recipient relating to the subject matter of this agreement; in the event of any disparity or conflict between the provision of such agreements, the provision which is more protective of Proprietary Information shall control. This Agreement may not be modified, in whole or in part, except by an agreement in writing signed by the Inventor and Recipient.
  • GOVERNING LAW/JURISDICTION.

This Agreement is governed by and will be construed in accordance with the laws of Buenos Aires, Argentina, and any and all applicable International Trade Laws. Exclusive jurisdiction and venue shall be in Buenos Aires, Argentina with exception to available International Courts with jurisdiction over such an Agreement in accordance with International Trade Laws.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

INVENTOR: _____________            ________________________                 ___________

                        (SIGNATURE)                  (NAME)                                             (DATE)

RECIPIENT: _____________                 ________________________              ___________

                        (SIGNATURE)                          (NAME)                                               (DATE)

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