英文版保密切结书 NDA

NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT is entered into by

company name A

, having its

registered address at

company A

’

s address

herein referred to as

“

company A brief

”

and

by

company

name

B

having

its

registered

address

at

promot

eferred

to

as

“

company B brief

”

in consideration of each party providing information to the other and

made effective as of the date of its signing.

company

A

brief

will

provide

Guangzhou

Sincere-Union

Digital

Technology

Co.,

Ltd.

certain

documentation,

all

of

highly

confidential

and

proprietary

nature,.

related

to

products and services that may be offered or provided directly or indirectly by

company

B

brief

.

These

documentations

are,

in

the

form

of

equipment

diagrams,

model

and

feature

descriptions,

product

specifications,

financial

data

and

other

operations

and

maintenance data (hereinafter referred to as

“

INFORMATION

”

).The INFORMATION

being provided by one party is being made available to the other party for a maximum

period

of

twelve(12)

months

from

the

date

of

this

Agreement.

All

written

INFORMATION is usually marked

“

Proprietary< /p>

”

or

“

C onfidential

”

. All INFORMAION

orally disclosed shall be subject to this Agreement provided that the disclosing party

indicates to the other at the time of disclosure the confidential or proprietary nature of

the information and provides a summary of the orally disclosed information in written

to such party within fourteen(14) days after the disclosure. The parties are furnishing

the INFORMATION for the sole purpose of ascertaining and evaluating its interest in

providing

telecommunications

services

in

connection

with

Modernization

Program

of

Philippine Postal Corporation (the

“

Purpose

”

) .

1.

INFORMATION does not include information that:

a)

was already publicly known at the time of its disclosure or becomes thereafter

publicly

known

otherwise

than

through

the

act

or

omission

of

the

receiving

party or of its officers, employees, agents, advisors or directors;

b)

the receiving party can show (i) was already in its possession or known to the

receiving party at the time of disclosure by being in its use or by being recorded

in

its

files

or

computers

or

other

recording

media

prior

to

receipt

from

or

on

behalf or the disclosing party or was not previously acquired by the receiving

party

from

or

on

behalf

of

the

disclosing

party

or;

(ii)

was

independently

developed

at

any

time

by

the

receiving

party

for

purposes

other

than

the

purpose, without using the INFORMATION;

and

c)

is

rightfully

obtained

at

any

time

by

the

receiving

party

from

a

third

party

without restrictions in respect of disclosure and without breach by the receiving

party

or

by

such

source

of

any

obligation

of

confidentiality

towards

the

disclosing party or any of its subsidiaries; or

d)

is

requested

to

be

disclosed

(i)

pursuant

to

an

order

of

a

court

or

(ii)

by

a

regulatory

body

or

(iii)

under

any

written

law

or

(iv)

by

a

minister

or

governmental body pursuant to any lawful regulatory order or requirements, in

which

case

the

disclosing

party

shall

be

advised

of

such

request

and

the

information

to

be

disclosed

not

less

than

five(5)

business

days

prior

to

disclosure.

2.

Each Party agrees that;

a)

it

and any of

its

employees

having access

to

INFORMATION provided under

this Agreement will hold in complete confidence and not publish, communicate

or disseminate in any manner (other than as provided in Paragraph 3 hereof) to

any

third

party

(except

for

the

purpose

expressed

in

Paragraph

I

hereof)

without the express written consent of the disclosing party.

b)

Use

the

INFORMATION

only

to

the

extent

necessary

in

connection

with

the

Purpose;

c)

Use

all

reasonable

endeavors

to

establish

and

maintain

satisfactory

security

measures

to safeguard

the

INFORMATION

from

unauthorized

access

or

use;

and

d)

Keep confidential the existence of this Agreement and the fact that the parties

are meeting with or receiving INFORMATION from each other

3.

Each party agrees to restrict circulation and communication of the INFORMATION

disclosed to it as contemplated hereby within its own organization and only to its

trusted employees and consultants on a need-to-know basis only, and will not permit

any person other than its trusted employees and consultants to have access to such

INFORMATION.

4.

All INFORMATION furnished hereunder shall remain the property of the disclosing

party.

The

receiving

party

will

not

copy

any

INFORMATION

without

the

prior

consent

of

the

disclosing

party.

It

is

further

understood

that

the

disclosing

party

reserves the right to retrieve or request the immediate return of INFORMATION at

any time, should it be discovered that the receiving party has not complied with the

obligations of this Agreement.