> 1.  “Confidential Information” means all information provided by the disclosing party (the “Disclosing Party”) to the receiving party (“Receiving Party”) in tangible or intangible form which the Disclosing Party desires to protect from disclosure, and includes visual and other information obtained from site visits.  If the Receiving Party is uncertain whether information is confidential, such information shall be treated as confidential. 
Confidential Information shall not include any information, however designated, that:
(a)  Is or becomes known publicly through no fault of the Receiving Party;
(b)  Is learned by the Receiving Party from a third party whom the Receiving Party believes in good faith is entitled to disclose it;
(c)   Is already known to the Receiving Party before receipt from the Disclosing Party as shown by the Receiving Party’s written records; or
(d)  Is independently developed by the Receiving Party as shown by the Receiving Party’s written records.
> 2. For a period of five (5) years following the date of each such disclosure or development the Receiving Party shall maintain such Confidential Information as confidential and shall refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with the Disclosing Party, and only as otherwise provided hereunder.
> 3. The Receiving Party may disclose Confidential Information which:
(a)  Must be disclosed under operation of law, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow the Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation; or
(b)  Is approved for release by written authorization of the Disclosing Party.
> 4. The Receiving Party shall not, without prior written permission of the Disclosing Party, furnish to any third party any information, equipment or material embodying or made by use of any Confidential Information received or developed hereunder nor use such information for purposes other than internal evaluation so long as such Confidential Information must be maintained confidential.  All Confidential Information in tangible form, and any copies thereof, disclosed hereunder, shall be promptly returned or destroyed upon written request of the Disclosing Party.
> 5. The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care as it uses to protect its own Confidential Information, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information.
> 6. In the event of any breach or threatened breach by the Receiving Party of its obligations hereunder, the Disclosing Party shall have whatever rights and remedies are available to it at law or in equity, provided, however, that in no event shall either party be liable for any consequential damages of any nature whatsoever.
> 7. All Confidential Information is and shall remain the property of the Disclosing Party.  This Agreement shall not be construed as granting or conferring any rights to license, either express, implied, or otherwise, for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement.
> 8. Neither party shall disclose the other party’s Confidential Information to anyone other than employees or advisors who have a strict need-to-know, and prior to disclosure to advisors, such advisors shall be required to sign a nondisclosure agreement providing equivalent protection as is provided under this Agreement
> 9. The parties agree to comply with all laws that apply to any Confidential Information. 
> 10. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.  It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties.  None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of the Disclosing Party and the Receiving Party.  No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

Teamera Marketing &Design Co. Ltd