Important: This document is a standard commercial template for preliminary discussions. It is not a substitute for advice from qualified Hong Kong counsel. Parties should have counsel review before relying on it for material disclosures or execution of definitive agreements.
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the Effective Date by and between the parties named above.
The parties wish to explore a potential excess electronic component / semiconductor inventory buyback transaction, including BOM review, valuation, logistics, and settlement. In connection therewith, each party may disclose Confidential Information to the other.
“Confidential Information” means non-public business, technical, commercial, customer, pricing, inventory, channel, brand, BOM, and logistics information disclosed by either party, whether in written, electronic, or oral form, and marked or reasonably understood as confidential.
The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) protect it with reasonable care; (c) not disclose it to third parties except to employees/advisors under equivalent confidentiality duties who need to know; and (d) not reverse engineer or misuse inventory data to harm the Disclosing Party’s brand, franchised channels, or customer relationships.
Without prior written consent, neither party shall use Confidential Information to solicit the other party’s OEM/EMS end customers or to disrupt authorized distribution channels identified as protected in writing.
Obligations do not apply to information that is or becomes public through no fault of the Receiving Party, was already known without duty, is independently developed, or is required to be disclosed by law (with prompt notice where legally permitted).
This Agreement continues for two (2) years from the Effective Date. Trade secrets remain protected for so long as they remain trade secrets.
Nothing herein obligates either party to complete a buyback or other transaction.
This Agreement is governed by the laws of Hong Kong Special Administrative Region, without regard to conflict-of-law rules.
This Agreement constitutes the entire understanding regarding confidentiality for the Purpose, may be executed in counterparts (including electronic/PDF signatures), and may only be amended in writing signed by both parties.