You are on page 1of 5

Non-Disclosure Agreement Confidential

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this“Agreement”) is entered into as of [Feb 9, 2023] (“Effective Date”), by
and between:

[realme Mobile Telecommunications (Shenzhen) Co., Ltd.] (“realme”), a company duly incorporated under
the laws of [People's Republic of China], having its registered office at [Room 201,Building A,No.1 Qianhai
First Road, Qianhai Shenzhen-Hongkong Cooperation Zone, Shenzhen, People's Republic of China (Settling
into Shenzhen Qianhai Commerce Secretariat Co., Ltd.], and

[] (“Company”), a company duly incorporated under the laws of [], having its principle office at [].

(Each of realme and Company may be referred to hereinafter individually as a “Party”, or collectively as the
“Parties”.)

In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

1. Purpose

The Parties are executing or wish to discuss and explore a business cooperation relating to [training of
realme C55] (“Purpose”) and in connection with the Purpose, realme has disclosed, and may further
disclose certain information to the Company (in such capacity realme hereinafter will be referred to as
the “Disclosing Party”, and the Company will be referred to as the “Receiving Party”) that the
Disclosing Party desires the Receiving Party to treat as confidential. The Disclosing Party shall include
its Affiliates (as defined below) and employees. For the purpose of this Agreement, an “ Affiliate” means
a company or other legal entity that controls, is controlled by, or is under common control with the
Disclosing Party. For the purposes of this definition, “control” shall mean direct or indirect ownership of
more than fifty percent (50%) of the voting power, capital, or other securities of the controlled or
commonly controlled entity.

2. Confidential Information

2.1 Definition

“Confidential Information” shall mean any information disclosed by Disclosing Party and/or its
Affiliates to the Receiving Party, (i) in discussions relating to that information, regardless whether those
discussions occur prior to, concurrent with, or following disclosure of the information, or (ii) in writings,
electronic, magnetic or other tangible forms, provided that such information is marked with the name,
sign, trade mark, or trade name of the Disclosing Party or is otherwise clearly and conspicuously marked
as proprietary or confidential, or (iii) orally or in other intangible form, provided that such oral
information is designated as proprietary or confidential at the time of disclosure, and (iv) any
information, regardless of the means of disclosure, that by its nature is the type of information normally
considered proprietary or confidential. Confidential Information includes, but is not limited to, any
information on sales data, marketing, distribution, business plans and other commercial terms and
conditions, technical, financial, managerial, legal (including but not limited to information relating to
licensing, litigation, mediation, or arbitration), personnel and labor, business or the company’s

1/5
Non-Disclosure Agreement Confidential

development strategy of information or data, as well as the Disclosing Party’s technology, engineering
design, circuit design, manufacturing methods, formulation, process procedures, technical specifications,
computer programs, software, databases, source code, physical coding, design, ideas, drawings, samples,
models, photos, prices, contracts, application to government departments, content development,
programming, specifications, manuals, business plans, diagrams, flow charts, customer lists and related
information, marketing plans, cargo channels, financial and tax reports, any similar information and the
existence of this Agreement, its terms, the fact that the Parties are discussing the Purpose, and oral and
written communications between the Parties regarding the Purpose, all of which shall be deemed
Confidential Information.

2.2 Exceptions

The Confidential Information shall not include any information that: (i) was already known at the time of
its disclosure hereunder, or becomes thereafter publicly known otherwise than through wrongful act or
omission by the Receiving Party; (ii) was rightfully known by or in the lawful possession of the
Receiving Party prior to or at the time of disclosure; (iii) is rightfully obtained at any time by the
Receiving Party from a third party without restrictions in respect of disclosure or use; (iv) is
independently developed by the Receiving Party without any direct or indirect reference or use of
Confidential Information from the Disclosing Party as proven by the written records of the Receiving
Party. The Receiving Party shall demonstrate in written evidence immediately after the information all
mentioned above was disclosed.

2.3 Compelled Disclosure

Notwithstanding anything contained herein to the contrary, if the Receiving Party is required by any
government or judicial order, to disclose any of the Confidential Information, the Receiving Party must
immediately notify the Disclosing Party in writing of the requirement. The Receiving Party must: (i) to
the extent practicable, where the Disclosing Party requests, assist and permit the Disclosing Party to
oppose or restrict disclosure; and (ii) in any event to the extent practicable, where disclosure is required
by government or judicial order, make disclosure on terms which will preserve the strictest
confidentiality of the Confidential Information.

3. Confidentiality Obligations

3.1 The Receiving Party agrees that it shall use the Confidential Information only for the Purpose defined
herein.

3.2 The Receiving Party may disclose the Confidential Information to its employees to the extent strictly
necessary for the Purpose defined herein. In such an event, an employee of the Receiving Party may only
use the Confidential Information to the same extent the Receiving Party is permitted to do so under this
Agreement, and the Receiving Party hereby warrants and undertakes to ensure that such employee shall
be bound by written obligations of confidentiality no less stringent than the provisions in this Agreement.
The Receiving Party shall be fully liable to the Disclosing Party for any action or inaction on the part of
any such employee that receives Confidential Information pursuant to the provisions of this Clause 3.2.
The Receiving Party shall not disclose the Confidential Information to any third Parties without the
Disclosing Party’s prior written consent.

2/5
Non-Disclosure Agreement Confidential

3.3 The Receiving Party agrees to exercise at least the same degree of care as it uses with regard to its own
Confidential Information in protecting the Disclosing Party’s Confidential Information, but in no event
less than a reasonable degree of care.

3.4 The Receiving Party undertakes to notify the Disclosing Party immediately upon becoming aware of any
breach of this Agreement by the Receiving Party or by anybody to whom the Receiving Party has
disclosed the Confidential Information and to give all necessary assistance in connection with any steps
which the Disclosing Party may wish to take to prevent or stop such breach or threatened breach.

3.5 Without the Disclosing Party’s prior writing consent, the Receiving Party shall not copy or reproduce, in
any manner, any part of the Confidential Information for purpose other than the Purpose. All documents,
materials, and things containing any reproduction or copy of the Confidential Information must be
marked as containing Confidential Information belonging to the Disclosing Party, for example, with
designations of “confidential”, “secret” or other similar words and the name of the Disclosing Party.

3.6 The Receiving Party shall not reverse engineer or disassemble the Confidential Information, and shall not
seek any intellectual property by using the Confidential Information.

4. No License

Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving
Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory
right of the other Party existing prior to, or coming into existence after, the Effective Date of this
Agreement.

5. No Obligation

Disclosure or receipt of Confidential Information herein shall not constitute or imply any promise to
create an agency, joint venture, partnership, or any other formal business relationship between the Parties,
to purchase or provide any goods or services, or to enter into any other business arrangement.

6. No Warranty

All Confidential Information is provided “AS IS” and without any warranty, expressed or implied, or
otherwise, as to the accuracy, completeness, or fitness for special purpose.

7. Return

All documents and other tangible objects containing or representing Confidential Information that have
been disclosed by the Disclosing Party to the Receiving Party, and all copies or extracts thereof or notes
derived therefrom that are in the possession of the Receiving Party, shall be and remain the property of
the Disclosing Party and shall be promptly returned to the Disclosing Party or destroyed (with proof of
such destruction), each upon (i) the Disclosing Party’s written request, or (ii) expiration or termination of
this Agreement, or (iii) either Party elects not to pursue the business cooperation contemplated by the
Purpose of this Agreement. In spite of the return or destruction of Confidential Information, the
Receiving Party and its employees are subject to the restriction of this Agreement until the termination of
the Receiving Party’s confidentiality obligations as agreed upon in this Agreement.

8. Indemnity and Remedies

3/5
Non-Disclosure Agreement Confidential

8.1 The Receiving Party agrees to indemnify the Disclosing Party for any and all losses, reasonable costs
(including but not limited to attorney’s fees) and liabilities incurred by the Disclosing Party due to a
breach of the confidentiality obligations imposed under this Agreement or the misuse or improper use of
Confidential Information by the Receiving Party.

8.2 The Receiving Party acknowledges that such Confidential Information has been developed or obtained by
the Disclosing Party by the investment of significant time, effort and expense, and that such Confidential
Information provides the Disclosing Party with a significant competitive advantage over its competitors.
The Receiving Party understands and agrees that, because of the unique nature of the Confidential
Information, the Disclosing Party will suffer immediate, irreparable harm in the event the Receiving
Party fails to comply with any of the Receiving Party's obligations under this Agreement, that monetary
damages will be inadequate to compensate the Disclosing Party for such breach and that the Disclosing
Party shall have the right to enforce this Agreement by injunctive relief or other equitable remedies.

9. Term

9.1 This Agreement shall become effective as the Effective Date written above and shall apply to
Confidential Information received by the Receiving Party prior to Effective Date of this Agreement. This
Agreement shall expire upon termination of the Parties’ cooperation or discussion in furtherance of the
Purpose of this Agreement. The obligations of the Receiving Party under this Agreement shall survive the
expiration or termination of this Agreement.

10. Governing Law and Disputes Resolution

10.1 This agreement shall be governed by and be interpreted in accordance with the laws of the People’s
Republic of China, without regarding to its conflicts of laws principles.

10.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration administered by
the South China International Economic and Trade Arbitration Commission for arbitration in accordance
with its arbitration rules for the time being in force. The arbitration award is final award and binds on
both Parties. Unless otherwise specified, the losing Party shall bear the arbitration fee. The seat of
arbitration shall be Shenzhen. The language of arbitration shall be English.

11. Miscellaneous

11.1 This Agreement contains the entire agreement between the Parties with respect to the subject matter
hereof and supersedes all prior written and oral agreements or terms between the Parties regarding such
subject matter.

11.2 The rights and obligations of this Agreement shall not be transferable, assignable, or otherwise
transferred to any third parties.

11.3 Each Party shall take all appropriate measures to comply with all applicable national export control laws,
regulations, and rules including but not limited to the U.S. Export Administration Regulation. If any
Confidential Information including any technology, software or item provided according to this
Agreement is subject to the U.S. Export Administration Regulation or other applicable export control
laws (“Controlled Items”) then the Receiving Party shall not disclose, deliver or otherwise transmit such
Controlled Items to any country, region, entity, individual, or any other third party that is prohibited by
the applicable export control laws mentioned above.

4/5
Non-Disclosure Agreement Confidential

11.4 No delay or failure by either Party to exercise any of its powers, rights, or remedies under this Agreement
shall operate as a waiver of any of them, nor shall any single or partial exercise of any such powers,
rights, or remedies preclude any other. Any waiver by any Party of any provisions of this Agreement shall
not be construed as a waiver of any other provision of this Agreement, nor shall such waiver be construed
as a waiver of such provision with respect to any other event or circumstances, whether past, present, or
future. Furthermore, the remedies provided for in this Agreement are cumulative and not exclusive of any
provided by law.

11.5 If any provision in this Agreement is held to be invalid or unenforceable, the remainder of this Agreement
shall have full force and effect, and the invalid or unenforceable provision shall be modified or partially
enforced, to the maximum extent permitted to affect the original intent of the Parties.

11.6 No provision of this Agreement may be amended or otherwise modified except by a writing signed by the
Parties to this Agreement.

11.7 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. Signatures scanned and sent by email, delivered
by facsimile, or executed by electronic signature shall have the same force and effect as a manually
signed original thereof. Neither party shall deny the legal effect or enforceability of this Agreement solely
because it is in electronic form or because an electronic signature was used in its formation.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written
above.

[] []
(“realme”) ("AREA D")

By: By:
Name: Name:
Title: Title:

5/5

You might also like