Ref No:NDA

CONFIDENTIAL AND NON-DISCLOSURE AGREEMENT

THIS AGREEMENT made this on [date 01/11/2023]

BETWEEN:
[supplier name HAORUI (VIETNAM) PACKAGE PRODUCTS CO.,LTD ]
(hereinafter referred to as “(short Company name: HAORUI )”
having principal office at Address :
LOT FJ-03 SONG KHE INDUSTRIAL PARK - NOI HOANG SOUTH
TIEN PHONG COMMUNE YEN DUNG DISTRICT BAC GIANG PROVINCE

AND

Welco Technology Vietnam Company Limited and associated companies (hereinafter

referred to as “Wong’s”) having principal office at Lot A17, An Phat High-technology
Industrial Park, Viet Hoa Ward, Hai Duong City, Hai Duong Province, Vietnam.

WHEREAS the Parties are discussing certain matters relating to the provision of
services and/or the manufacture and supply of products by either party and need to
disclose to each other in the discussion proprietary technical, financial, trade secret or
other information that the Disclosing Party wishes to protect against unrestricted
disclosures to third parties (“Confidential Information”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants

contained in this Agreement, the Parties hereto agree as follows:

1. Information shall be protected and safeguarded as Confidential Information if it is:

(a) marked as the Disclosing Party’s Confidential Information at the time of

disclosure, if disclosed in tangible and retainable form: or

(b) identified as Confidential Information at the time of disclosure and designated

as confidential in a writing delivered to the Receiving Party’s representative
named in Section 11 within ten (10) days after disclosure is made, if disclosed
in any other manner.

Information disclosed pursuant to Clause 1(b) shall be treated as confidential under

the Agreement during the period permitted for providing written confirmation.

2. The Parties agree that other than disclosure to employees who have a need to know
and are advised of the limitations herein, they will not during or after the term of
this Agreement disclose the Confidential Information of the other Party to any third
party for any reason or purpose whatsoever without the prior written consent of the
Disclosing Party. The Parties further agree not to copy or reproduce Confidential
Information of the other Party and that they shall not utilize the Confidential
Information disclosed by the other Party for any purpose other than the purpose
contemplated in this Agreement without the prior express written consent of the
Disclosing Party.

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3. The Receiving Party shall use the same degree of care, but no less than a
reasonable degree of care, that it uses to protect its own confidential information to
safeguard the Confidential Information of the Disclosing Party.

4. The Receiving Party acknowledges that the Confidential Information disclosed by

the Disclosing Party is the property of the Disclosing Party and the disclosure of the
Confidential Information shall not confer any rights to such Confidential
Information on the Receiving Party. The Receiving Party agrees that upon written
request by the Disclosing Party it shall promptly, and in any events not later than
seven (7) days after such request, return all Confidential Information in tangible
form to the Disclosing Party or destroy any such information in other than tangible
form that cannot reasonably be returned and provide written confirmation that all
such actions have been taken to return or destroy all such Confidential Information.

5. The foregoing obligations shall not apply to any information that:

(a) is in the possession of the Receiving Party prior to receipt from the Disclosing
Party;

(b) is or becomes publicly known, otherwise than as a consequence of a breach of

this Agreement;

(c) was developed independently by the Receiving Party;

(d) was received by the Receiving Party in good faith from a third party lawfully
in possession thereof and having no obligation to keep such information
confidential;

(e) is disclosed by the Receiving Party to satisfy a legal demand by a competent

court of law or government body (“Government Authorities”), provided that
immediate notice of the required disclosure has been given to the Disclosing
Party to allow the Disclosing Party an opportunity to defend, limit or protect
against such disclosure provided further that the Receiving Party will disclose
only that portion of the Confidential Information which is legally required to be
disclosed and the Receiving Party will exercise its reasonable efforts to obtain a
protective order or other reliable assurance from such court or Government
Authorities that confidential treatment will be accorded to any Confidential
Information required to be disclosed.

6. The Parties agree to maintain in strict confidence Wong’s intent to establish a

potential business relationship relating to the provision of services and/or the
manufacture and supply of products with (Short Company name ) and not to
disclose publicly or to any third party, the substance of any discussions or
negotiations between the Parties, the terms of any proposed arrangement or
agreements, or any other information relating thereto. The Parties also agree that
they shall not, and shall not permit any of their respective affiliates, subsidiaries,
persons, or other entities to make any public announcements about the discussions
regarding such arrangements or agreements and any other business and operating
plans being discussed or negotiated, whether in the form of press release or

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 otherwise, without first consulting with each other and obtaining the other Party's
written consent.

7. This Agreement shall become effective as of the date first set off above and shall
apply to Confidential Information disclosed within five (5) year of such date.

8. Each Disclosing Party warrants and represents that it has the right and authority to
disclose the Confidential Information it discloses to the Receiving Party. The
parties agree that the Confidential Information is provided “as is”, and each party
expressly disclaims any warranty, whether express or implied or statutory, as to the
description, quality, title, non-infringement, merchantability, completeness or
fitness for a particular purpose of any Confidential Information.

9. The Parties agree that a breach of the Agreement by the Receiving Party would
cause the Disclosing Party to be irreparably injured and that the Disclosing Party
shall be entitled to equitable relief including injunctive and specific performance in
the event of any breach of provision of this Agreement in addition to all other
remedies available at law or in equity.

10. This Agreement and the rights and obligations of the Parties hereunder shall be
governed by and construed in accordance with the laws of Vietnam, and the Parties
agree to submit any disputes to the jurisdiction of the Vietnam Courts.

11. The parties’ authorized representatives for disclosing or receiving Confidential

Information and confirming notices under Section 1 are:

Authorized representatives of (HAORUI): Mr.Xie Shubin(谢曙彬)

Authorized representatives of Wong’s: ____________________________

Each party may substitute its representatives under this agreement by giving
written notice to the other party.

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives
to execute this Agreement as of the date set out at the head of this Agreement.

For and on behalf of For and on behalf of

Company Name Welco Technology Vietnam Company Limited

HAORUI (VIETNAM) PACKAGE PRODUCTS CO.,LTD ______________________________

Name:
Name: Mr.Xie Shubin(谢曙彬) ___________________________
Title:
Title: Deputy General Manager ____________________________
Date:
Date: 01/11/2023 ____________________________

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