Non-disclosure Agreement

This Agreement, by and between the applicant (“Applicant”) and Sensing Asia Ltd. (“Sensing Asia”) (Applicant and Sensing Asia are collectively, the “Parties” and respectively, the “Party), sets forth the terms and conditions concerning the disclosure of confidential information (“Confidential Information”) for the purpose of considering a business contract between the Parties.

Article 1 (Definition)

  1. The Party who discloses Confidential Information shall be referred to as the “Discloser” and the Party receiving the Confidential Information shall be referred to as the “Receiver”. Confidential Information shall mean information which is specified as Confidential Information in writing or e-mail within 7 days from disclosure by the Discloser.
  2. The obligations set forth in this agreement shall not be applied to Confidential Information which:
    (1) was known to the public when disclosed to the Receiver;
    (2) became known to the public after disclosure to the Receiver through no intention nor negligence by the Receiver;
    (3) can be proved that the Receiver had possessed prior to the disclosure by the Discloser to the Receiver;
    (4) was obtained by the Receiver from a third party that had no obligation of confidentiality to the Discloser;
    (5) can be proved that the Receiver developed independently without use of the information disclosed by the Discloser.

Article 2 (Obligations of the Receiver)

  1. The Receiver shall keep Confidential Information in confidence at all times and not disclose the Confidential Information to any third party without written approval from the Discloser prior to the disclosure.
  2. The Receiver shall use the Confidential Information only for the purpose for which the Information was disclosed.
  3. The Receiver may disclose the Confidential Information only to the Receiver’s directors, auditors, employees, directors of associated companies, auditors of associated companies, employees of associated companies, lawyers, tax accountants, accountants, and/or other professionals who need to know the Confidential Information (“Employees”). The Receiver shall obligate Employees to the same obligations as the Receiver. The Receiver may copy the Confidential Information to the extent necessary to accomplish the purpose of the disclosure.
  4. Notwithstanding the provisions of the first clause of this Article, the Receiver may disclose the minimum amount of Confidential Information necessary if required by court order or government authority. The Receiver shall promptly notify the Discloser in such event.

Article 3 (Destruction)

The Receiver shall promptly destroy the Confidential Information (including its copies) if requested by the Discloser after the termination of this Agreement as instructed by the Discloser.

Article 4 (Effective Period)

This Agreement shall be effective for 1 year from agreement by the Applicant. However, the first clause and third clause of Article 2 shall be effective for 1 year after the termination of this Agreement. If the Parties sign a separate agreement which includes a confidentiality clause, the Parties shall be obliged to the agreement separately signed.

Article 5 (Governing Law and Jurisdiction)

This Agreement shall be construed in accordance with and governed by the laws of Japan, and all disputes which may arise between the Parties regarding this Agreement shall be subject to the exclusive jurisdiction of Tokyo District Court.

Article 6 (Non-stipulated matters)

Any matter not stipulated herein or any question which shall arise in connection with this Agreement shall be settled upon consultation between both Parties with good faith on the principle of fair and trust.