NON-DISCLOSURE AGREEMENT

NON – DISCLOSURE AGREEMENT

THIS AGREEMENT is entered by and between:

Xiaomi H.K. Limited. , a company existing and organized under the laws of Hong Kong, located at
Suite 3209, 32/F, Tower 5, The Gateway, Harbour City, 15 Canton Road, Tsim Sha Tsui, Kowloon,
Hong Kong, hereinafter designated as “Xiaomi”,
And
, a company existing and organized under the laws of , located at
, hereinafter designated as “Company”.
Xiaomi and the Company are hereinafter collectively referred to as the “Parties”, and individually as a
“Party”.

WHEREAS
The Parties are engaged in discussions with respect to a possible collaboration between them and
pursuant to the same, a Party （ “ Disclosing Party”) is disclosing to the other Party ( “Receiving
Party”) certain proprietary and confidential information;
In this regard, the Parties acknowledge and realize the importance of maintaining the confidentiality of
information to be disclosed by a Party to the other Party and agree to maintain the confidentiality of
the information disclosed pursuant to this Agreement; This Agreement shall be effective after duly
signed or sealed by the Parties since （“Effective Date”）.

1. Definitions

1.1 “Confidential Information” means any information proprietary and/ or confidential related to the
subject of the Agreement disclosed by the Disclosing Party to the Receiving Party orally or in
writing on whatsoever support provided that is clearly and conspicuously marked or designated
by the Disclosing Party as being confidential or if originally disclosed orally, provided that it is
confirmed in writing as being Confidential Information by the Disclosing Party within thirty (30)
days after oral disclosure. “Confidential Information” means any information, including but not
limited to (i) formulas, patterns, compilations, programs, devices, methods, techniques and
processes, samples, products, templates, prices list, cost information; descriptions of inventions,
process descriptions, descriptions of technical know-how, information and descriptions of new
products and new product development, scientific and technical specifications and
documentation; financial information and data, funding information and data, funding cost, asset
data (including various types of analysis reports based on it); user data, business plans,
business strategies, marketing plans, marketing analysis, customer lists, information about
employees; and copyright, trademark, trade name, domain name, pending or abandoned patent
applications and so on; (ii) the existence of all agreements derived from this cooperation and the
specific content of foregoing agreements.
1.2 To avoid ambiguity, confidential information in 1.1 also includes disclosed information of affiliates,
members of group companies, subsidiaries and any other related parties of the Disclosing Party

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involved in the cooperation.

1.3 Confidential Information shall not include information (i) that was known to the Receiving Party
prior to the disclosure, or (ii) which has come into the public domain through no fault or action of
the other Party, or (iii) is shown by evidence to have been developed by employees of the
Receiving Party independently, without benefit of the Confidential Information, or (iv) which
becomes rightfully available to the Receiving Party from any third party that has the right to
disclose it.

2. Representations and Warranties

2.1 All Confidential Information disclosed under this Agreement is provided “AS IS” and without any
warranty, express, implied or otherwise, regarding its accuracy or performance, fitness of the
information for a particular purpose, or non-infringement.
2.2 All Confidential Information disclosed by a Party, unless otherwise specified in writing, remains the
property of the Disclosing Party.
2.3 Nothing in this Agreement shall be deemed to grant either Party a license directly or by implication
of any intellectual property rights related to Confidential Information, except the limited right to
use such Confidential Information in accordance with the Project.
2.4 The Company represents and warrants to comply with applicable export control laws and
regulations (including but not limited to those of the United States, European Union and Hong
Kong). Also, the Company undertakes and guarantees to provide upon request by Xiaomi
accurate, current and complete export classification information and related documentation
applicable to the Confidential Information. Further, the Company hereby undertakes not to
transfer (whether independently or as a component of a larger product) the Confidential
Information disclosed by Xiaomi (a) in or to, whether directly or indirectly, any jurisdiction, or
government of a jurisdiction, that at the time of the transfer is subject to a comprehensive
economic embargo by the United States (currently, Crimea, Cuba, Iran, North Korea and Syria) or
other such jurisdiction subject to relevant U.S. restriction as determined by Xiaomi (currently,
Sudan and Venezuela) or (b) to persons named on the U.S. Treasury Department's list of
Specially Designated Nationals and Blocked Persons or on any other restricted party lists
maintained by the U.S. Government. (See http://www.bis.doc.gov/complianceandenforcement/list
for access to these lists.) Violation of this section shall entitle Xiaomi to suspend the performance
of the Agreement (for the avoidance of doubt confidentiality obligations under this Agreement
shall not be exempted) and any related contract, and the Company shall bear all losses and
liabilities arising therefrom.

3. Confidentiality Obligations

3.1 The Receiving Party undertakes to restrict its use of Confidential Information to the Project. Any
other use of any nature outside the objective and scope of the Project is expressly prohibited. The
Receiving Party shall keep Confidential Information confidential and undertake to apply to all
Confidential Information disclosed by the Disclosing Party at least the same degree of care with
which it treats and protects its own Confidential Information against public disclosure, but not less
than a reasonable degree of care.
3.2 All such Confidential Information shall not be disclosed to any third party without the prior written

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consent of the Disclosing Party. The Receiving Party shall limit the use and access to the
Confidential Information to its employees who have a need to know. The employees entitled to
access the Confidential Information shall be notified the confidentiality of such information and the
obligations that they should undertake for the purpose set forth herein.
3.3 The Receiving Party shall take strict security measures to protect Confidential Information,
including but not limited to establish a confidentiality system, train all relevant persons who could
get access to Confidential Information, sign non-disclosure agreements with them, emphasize the
confidentiality of Confidential Information, security measures and liabilities of breaching such
agreements.
3.4 Notwithstanding the foregoing, especially for product information (including but not limited to
product models, product parameters, product certification, product testing, product network
upgrade time, product network upgrade time, network access test indicators, product
customization information ,etc.), sales channels, sales data, sales planning, sales forecast,
distribution network, market share information and any other related marketing information, the
Company shall adopt particular strict security measures, including but not limited to:
(i) The Confidential Information disclosed by Xiaomi and all information generated from it shall be
stored in the independent strongbox separated from other paper documents and records.
Electrical documents shall be saved in the independent PC or server;
(ii) It is strictly forbidden to use, reproduce, transform, transfer or store any Confidential
Information on a computer or electronic information retrieval system accessible from outside,
or to transmit Confidential Information in any form by any means outside the Company’s
normal place of business;
(iii) Materials, components, and products of Project with Xiaomi shall be stored in the independent
stock area, with security isolating measures;
(iv) Only the specific persons relevant with Project can get access to the relevant Confidential
Information, and all relevant persons shall be recorded, including but not limited to, persons’
ID, contacting time, place and contents of Confidential Information.
3.5 Unless prior written consent by the Disclosing Party, the Receiving Party shall not reverse-
engineer, decompile, or disassemble any Confidential Information (tangible or intangible)
disclosed to it and shall not remove, overprint, or deface any notice of copyright, trademark, logo,
legend, or other notices of ownership from any originals or copies of Confidential Information
disclosed by the Disclosing Party.
3.6 Upon request by the Disclosing Party at any time, the Receiving Party shall (i) return to the
Disclosing Party all Confidential Information, all documents or media containing such Confidential
Information, and any copies or extracts thereof, or (ii) destroy all documents or media containing
such Confidential Information, and any copies or extracts thereof, and provide the Disclosing
Party with written certification of such destruction signed by an authorized representative of the
Receiving Party.

4. Exceptions

4.1 When the Receiving Party is required to disclose Confidential Information according to applicable
tax laws, securities laws or other laws and regulations in any jurisdiction, or at the request of the
judiciary, government, regulatory agency or stock exchange, the Receiving Party shall (i) notify

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the Disclosing Party in a timely manner (within the scope permitted by law), and (ii) disclose
information only to the specific personnel to meet the minimum and necessary scope and extent
of the above requirements, and (iii) make every effort to reduce the scope of disclosure of
Confidential Information, and (iv) take all possible security measures.
4.2 In addition to the disclosures set forth in 4.1, the Receiving Party shall continue to perform the
confidentiality obligations under this Agreement.

5. Liability for Breach

5.1 In the event that the Receiving Party breaches this Agreement or has a threat of breach, the
Receiving Party shall promptly notify the above-mentioned situation to the Disclosing Party and
remedy the breach. Meanwhile, the Disclosing Party is entitled to request the Receiving Party
continue to perform its confidentiality obligations under this Agreement, and/or take other
appropriate remedies in accordance with the law, including but not limited to applying for
injunctive relief.
5.2 The Company acknowledges and agrees that the Confidential Information contains valuable
Xiaomi information. Once being unauthorized disclosed, it will bring irreparable losses to Xiaomi.
If Company or any of its employees, directors, consultants, accountants, lawyers, suppliers,
subcontractors or other individuals or entities working for Company breaches any of Company’s
confidentiality obligations under this Agreement, Company shall pay Xiaomi liquidated damages
of US$ 1,000,000 per breach. If actual loss of Xiaomi beyond US$ 1,000,000, Company shall pay
the balance of actual loss to Xiaomi. Xiaomi is also entitled to claim the attorney fee, arbitration
fee and other related fees.

6. Term

6.1 The term of this Agreement shall commence on the Effective Date and will continue for a term of
three (3) years.
6.2 The Receiving Party’s obligation to protect Confidential Information hereunder shall expire two (2)
years from the termination date or expiration date. Except when such Confidential Information is
source code, in which case the Receiving Party’s obligation shall expire ten (10) years after such
disclosure, notwithstanding the termination or expiration of this Agreement.

7. Applicable Law; Dispute Resolution

7.1 This Agreement shall be governed by the applicable laws of PRC (excluding Hong Kong, Macau
and Taiwan).
7.2 In the event that the Parties are unable to resolve any dispute, controversy, or claim which arises
between the Parties out of, under or in connection with, this Agreement or in the interpretation of
any of its provisions, including any question regarding its formation, existence, validity,
performance, breach or termination, such dispute, controversy or claim shall be settled through
arbitration in Beijing by China International Economic and Trade Arbitration Commission under its
rules of arbitration in force at the time of submission.
The arbitration proceedings shall be conducted in Chinese.
The arbitral award shall be final, exclusive and binding upon the Parties. By submitting any

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dispute to arbitration, the Parties undertake to comply with any award of the arbitration panel. The
Parties hereby waive, to the extent permitted by law, any rights to appeal or to review, such award
by any court or tribunal. The Parties agree that the arbitration award may be enforced against the
Parties to the arbitration proceedings or their assets wherever that may be found and that a
judgment in relation to enforcement of the arbitration award may be entered in any court having
jurisdiction thereof. The arbitration fees shall be borne by the losing Party except if the arbitral
award states otherwise.

8. Miscellaneous

8.1 Without prior written consent of the Disclosing Party, the Receiving Party shall not transfer or
otherwise assign any right or obligations hereunder.
8.2 This Agreement supersedes all prior oral and writing agreement with respect to the subject matter
hereof, and constitutes the entire and sole agreement between the Parties with respect to the
subject matter hereof. No waiver or modification of this Agreement will be binding upon the
Parties unless made in writing and duly signed and sealed by an authorized representative of
each Party.
8.3 No failure or delay in enforcing any right will be deemed a waiver.
8.4 In the event that any of the provisions of this Agreement shall be held by a court or other tribunal
of competent jurisdiction to be unenforceable, the remaining partitions hereof shall remain in full
force and effect.

IN WITNESS THEREOF, the undersigned, duly authorized representative of the Parties have entered
into this Agreement:

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<Signing Page>

< Xiaomi H.K. Limited. > <Insert Company Entity Name>

Signature： Signature：

Printed Name： CHEW SHOU ZI Printed Name：

Title： Authorized Signatory Title：

Date of Signature： Date of Signature：

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