Confidentiality Agreement

This Confidentiality Agreement (“Agreement”) is made and entered into as of [ Date ], by and between []with offices at [] (“Party A”) and [], a company with offices at [](“Party B”). Party A and Party B may be individually referred to as a “Party”and collectively referred to as the“Parties”.

In connection with the consideration by Party A and Party B of a possible transaction to pursue mature fields assets opportunities in [], each party agrees to provide or disclose the “Confidential Information” to the other party.In consideration of the mutual covenants contained herein, the Parties hereby agree to the terms and conditions set forth in this Agreement:

1. Definition of Confidential Information

1.1 “ConfidentialInformation”means any and all data, reports, records, correspondence, notes, compilations, studies and other information disclosed directly or indirectly by the disclosing partyand/or its affiliates or any of theirRepresentatives, agents, consultants or advisers to the recipient or its affiliates or any of their representatives, agents or advisers relating to or in anyway connected with any of the business activities actual or proposed whether such information is disclosed orally, in writing, in machine readable formor by any other means, regardless of whether such information is identifiedas confidential. For greater clarity, the expression“Confidential Information” shall include the results, conclusions and findings of any evaluation bythe recipient of Confidential Information and any other information derived fromthe confidential information.

1.2 The Confidential Information shall not include any information which:

a) was in the public domain at the time of disclosure;

b) becomes part of the public knowledge after the time of disclosurethrough no breach of the recipient of its obligations hereunder;

c) was already in the possession of the recipient at the time of disclosure;

d) is disclosed to the recipient by a third party in the absence of a duty ofconfidence hereunder after the time of the disclosure;

e) is required to be disclosed by the recipient in accordance with applicable law, stock exchange regulations or by a governmental order, decree, regulation or rule provided that the recipient shall make reasonable efforts togive prompt written notice to the disclosing party prior to such disclosure.

2. Confidentiality Obligations

Both Parties shall undertake to keep confidential and not to disclose to any third party, or to use themselves other than for the purposes ofthe projects or as permitted under or in accordance with this agreement, any Confidential Informationin any formdirectly or indirectly belonging or relating to the other, its affiliates, its ortheir business or affairs, disclosed by the one and received by the otherpursuant to or in the course of this agreement.

Each party undertakes to only disclose the confidential information of the other to those of its officers , employees , agents and contractorsto whom , and to the extent to which, such disclosure is necessary for thepurposes contemplated under this agreement. Each party shall ensure thatall such personnel enter into and observe the terms of an individual confidentiality undertaking.

3. Return of Such Information

The Confidential Information is the property of the disclosing party.

The disclosing party may demand the return of the Confidential Information at any time by giving written notice to the receiving party. Within thirty days of receipt of this notice, the receiving party must return all of the original confidential information and destroy all copies and reproduction ( both written and electronic in its possession.

4. Representations or Warranties

4.1 The disclosing party represents and warrants to the receiving party that it has the right and authority to disclose the Confidential Information to the receiving party under this Confidentiality Agreement.

4.2 If the disclosing party breaches the representation and warranty in Section 4.1, this agreement will immediately terminate without any further action of any party, and the disclosing party will indemnity and hold harmless the receiving party and its affiliates from any losses, costs, damages or claims of any kind as a result of that breach.

4.3 The disclosing party makes no representations or warranties, express or implied, regarding the quality, completeness or accuracy of the Confidential Information. The receiving party expressly acknowledges the inherent risk of error, processing and interpretation of the Confidential Information. Other than as a result of a breach of the representation and warranty in Section 4.1, the disclosing party will have no liability with respect to the use of or reliance upon the Confidential Information by the receiving party or its affiliates.

5. Indemnity

Both parties shall be liable for the breach of this Confidential Agreement. Nevertheless, neither party shall be liable in an action initiated by one against the other for special, indirect or consequential damages resulting from or arising out of this Agreement, including, without limitation, loss of profit, loss of goodwill or business interruptions.

6. Term and Termination

6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party, it shall notify the other party in writing immediately. The obligations of each party under this Agreement shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two years from the termination of this Agreement.

6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which the Disclosing Party is entitled.

7. Entire Agreement

The terms and conditions incorporated herein contain the entire agreement and understanding between the parties with respect to the subject matter hereof and merge and supersede all prior agreements, understandings and representations. No additions or modifications shall be effective unless in writing signed by the parties hereto.

8. No waiver

8.1 No delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall:

a ) affect that right, power or remedy; or

b ) operate as a waiver of it.

8.2 The single or partial exercise of any right, power or remedy provided by law or under this agreement shall not preclude any further exercise of it or the exercise of any other right, power or remedy.

8.3 No waiver of any right, power or remedy provided by law or under this agreement shall take effect unless it is in writing and signed by authorized representatives of the Party giving the waiver.

9. Assignment

Neither party may assign, subcontract or deal in any way with any of its rights or obligations under this Agreement or any document referred to in it without the prior written consent of the other party.

10.Notices

10.1 Any notice or communication under or in connection with this agreement shall be made in English in writing and signed by or on behalf of the party giving it and shall be delivered personally, by pre-paid post or by facsimile transmission or telex to the address and for the attention of the relevant party set out in Section 10.2 ( or at such other address, facsimile or telex number as may be notified from time to time hereunder). Proof of delivery, posting or dispatch of any notice or communication shall be deemed to be proof of receipt:

a ) if sent by personal delivery, when delivered;

b ) if sent by facsimile or telex, 24 hours after the time of dispatch; and

c ) if sent by post, on the tenth day after posting.

10.2 The addresses of the parties for the purpose of the Section 10.1 are as follows:

a)  Address:

For the attention of:

Facsimile:

b)  Address:

For the attention of

Facsimile:

11. Reservation of rights and no further agreement

Nothing in this agreement shall be construed as granting the recipient a license under intellectual property rights of the disclosing party, or any rights in respect of Confidential Information other than the restricted use and disclosure rights implied in this Agreement.

Neither party shall be under any obligation or commitment to enter into discussions or any further agreement merely by reason of the execution of this agreement or the disclosure, evaluation or inspection of Confidential Information, and this Confidentiality Agreement shall not constitute nor should it be construed to constitute an offer or commitment to sell or acquire the Project.

12. No partnership

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for, or on behalf of, any other party.

13. Governing Law

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of [].

14. Arbitration and Injunctive Relief

Any dispute between the Parties arising out of or related to this Agreement whether in contract, negligence, tort, or otherwise shall be finally and exclusively settled by arbitration by three arbitrators in Beijing, China by China International Economic and Trade Arbitration Committee (CIETAC) in accordance with CIETAC’ rules in force at the date hereof. Notwithstanding the foregoing, the disclosing party is entitled to institute a suit for injunctive relief in any Court in the PRC to prevent or stop any action by the recipient which jeopardizes the disclosing party’s or a third party’s interests in the information disclosed to the recipient under this Agreement.

工程合同中的保密条款示例：

1.1  Information arising out of or in connection with CONTRACTOR’s performance of the WORK and information acquired by CONTRACTOR through its association with employees or agents of OWNER shall be held in strict confidence by CONTRACTOR. Without limiting the generality of the foregoing, it is recognized that CONTRACTOR, in the performance of the WORK, may acquire or be made aware of certain confidential/proprietary information relating to the WORK and/or facilities regarding products, processes and operations as well as present and contemplated activities of OWNER. CONTRACTOR, its agents, employees, servants and SUBCONTRACTORs, whose services may be procured by CONTRACTOR to assist CONTRACTOR in the performance of the WORK, shall not disclose or divulge such information to others without first having obtained specific written permission from OWNER to do so. CONTRACTOR shall secure written agreements from its agents, employees and SUBCONTRACTORs engaged in the performance of the WORK ensuring their compliance with the provisions of this Clause. The provisions of this Clause 2.47 shall survive any termination or completion of this CONTRACT.

1.2  CONTRACTOR undertakes to take precautions to safeguard all documents, records, data and notes which OWNER may supply to CONTRACTOR in relation to the WORK. CONTRACTOR may make copies of such documents, records, data and notes only to the extent that they are necessary for effectively carrying out the WORK. On completion of the WORK, CONTRACTOR shall return all such documents and copies thereof to OWNER.