NDA Agreement

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of [Insert Date], by and between:

Party A: APEXWAVE LIMITED, a company incorporated under the laws of Hong Kong, with its registered office at UNIT D, 29/F MORRISON PLAZA, 9 MORRISON HILL ROAD WAN CHAI HK, and

Party B: [Full Company Name], a company incorporated under the laws of [Insert Country], with its registered office at [Insert Address].

Collectively referred to as the “Parties” and individually as a “Party.”

The Parties wish to explore a business opportunity of mutual interest and, in connection with this opportunity, may disclose to each other certain confidential, proprietary, or sensitive information. This Agreement governs the terms under which such information will be handled.

“Confidential Information” means all non-public, proprietary, or confidential information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) in any form—whether oral, written, electronic, or visual—that is:
– Identified as confidential at the time of disclosure; or
– By its nature, should reasonably be understood to be confidential.
This includes, but is not limited to, trade secrets, technical data, product plans, business strategies, operations, financial information, and client lists.

“Confidential Information” means all non-public, proprietary, or confidential information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) in any form—whether oral, written, electronic, or visual—that is:
– Identified as confidential at the time of disclosure; or
– By its nature, should reasonably be understood to be confidential.
This includes, but is not limited to, trade secrets, technical data, product plans, business strategies, operations, financial information, and client lists.

Each Party agrees to:
a) Use the Confidential Information solely for the agreed purpose;
b) Not disclose the Confidential Information to any third party without prior written consent;
c) Limit access to the Confidential Information to employees, agents, or advisors who need to know for the purpose and who are bound by similar confidentiality obligations.

This Agreement does not apply to information that:
– Was known to the Recipient without restriction before receipt;
– Is or becomes publicly available through no breach of this Agreement;
– Is rightfully received from a third party without restriction;
– Is independently developed by the Recipient without use of the Discloser’s Confidential Information; or
– Is required to be disclosed by law, court order, or government regulation (provided the Discloser is given prompt notice and an opportunity to object or seek protective measures).

This Agreement shall commence on the Effective Date and remain in effect for two (2) years from the date of last disclosure. The obligations of confidentiality shall survive for three (3) years after termination of this Agreement.

This Agreement shall commence on the Effective Date and remain in effect for two (2) years from the date of last disclosure. The obligations of confidentiality shall survive for three (3) years after termination of this Agreement.

Nothing in this Agreement grants any license, ownership, or other rights to any Confidential Information, whether expressly or by implication.

This Agreement imposes no obligation on either Party to proceed with any proposed transaction or relationship.

This Agreement shall be governed by and construed in accordance with the laws of:
– Hong Kong SAR, if either Party is based in Hong Kong;
– The State of California, USA, if either Party is based in the USA; or
– Victoria, Australia, if either Party is based in Australia.
Disputes shall be submitted to the non-exclusive jurisdiction of the courts in the corresponding jurisdiction listed above.

– This Agreement represents the entire agreement between the Parties concerning confidentiality and supersedes all prior agreements or understandings.
– Any amendment must be in writing and signed by authorized representatives of both Parties.
– This Agreement may be executed in counterparts and electronically.