Non Disclosure Agreement
This Non Disclosure Agreement is entered into on by and between;
[], its address being: Waraqat Group, 803 Mckenzie Place, Arlington, 76018, Texas. represented for the
purposes of this NDA by Mr. Ibrahim Alluhaybi.
AND
[], its address being: On Hing Paper (Shenzhen) Co., Ltd, No.1 Tongfuyu Industrial Park Gankeng Village
Buji Town Longgang District represented for the purposes of this NDA by Mr. Andy Wang.
IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND
THE DISCLOSURE OF CONFIDENTIAL INFORMATION IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Confidential Information and Materials
(a) "Confidential Information" shall mean any nonpublic information that a party to this
agreement specifically marks and designates, either orally or in writing to the party that receives such
information, as confidential or which the receiving party creates or produces in the course of performing
services for the Disclosing Party, unless otherwise agreed to by the parties. "Confidential Information"
includes, but is not limited to information in tangible or intangible form related to and/or including
released or unreleased Disclosing Party product design, product schematics or drawings, descriptive
material, specifications, sales, tools, methodologies, presentation, client/customers information, the
Disclosing Party's business policies or practices, information received from others that the Disclosing Party
is obligated to treat as confidential, and other materials and information of a confidential nature.
(b) "Confidential Information" shall not include any materials or information which the Receiving
Party shows: (i) is at the time of disclosure generally known by or available to the public or became so
known or available thereafter through no fault of the Receiving Party; or (ii) is legally known to the
Receiving Party at the time of disclosure by the Disclosing Party; or (iii) is furnished by the Disclosing Party
to third parties without restriction; or (iv) is furnished to the Receiving Party by a third party who legally
obtained said information and the right to disclose it; or (v)is developed independently by the Receiving
Party without the use of any Confidential Information (as evidenced by written records maintained in the
ordinary course of business)
(c) "Confidential Materials" shall mean all tangible materials containing Confidential Information,
including without limitation drawings, schematics, written or printed documents, illustration design, logo,
instruction, whether machine or user readable.
2. Restrictions
(a) From the Effective Date, the Receiving Party shall not disclose any Confidential Information to
third parties without the prior written authorization of the Disclosing Party. However, Receiving Party
may disclose Confidential Information in accordance with judicial or other governmental orders, provided
Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure and shall comply
with any applicable protective order or equivalent if available.
(b) Receiving Party shall use the Confidential Information and/or Confidential Materials of the
Disclosing Party for the purpose of ascertaining its interest in investing in the Disclosing Party and/or any
purpose authorized by the Disclosing Party.
(c) Receiving Party shall take reasonable security precautions, which shall in any event be as great
as the precautions it takes to protect its own confidential information, to keep confidential the
Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials
only to Receiving Party's employees or consultants on a need-to-know basis. Receiving Party shall instruct
all employees given access to the information to maintain confidentiality and to refrain from making
unauthorized copies. Receiving Party shall maintain appropriate written agreements with its employees,
consultants, parent, subsidiaries, affiliates or related parties, who receive, or have access to, Confidential
Information sufficient to enable it to comply with the terms of this Agreement.
(d) Confidential Information and Confidential Materials may be disclosed, reproduced,
summarized or distributed only in pursuance of Receiving Party's business relationship with the Disclosing
Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such
Confidential Materials from the confidential materials of others to prevent commingling.
6. Rights and Remedies
(a) Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized
use or disclosure of Confidential Information or Confidential Materials, or any other breach of this
Agreement by Receiving Party, and will cooperate with the Disclosing Party in every reasonable way
to help the Disclosing Party regain possession of the Confidential Information and/or Confidential
Materials and prevent further unauthorized use or disclosure.
(b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential
Information and/or Confidential Materials then in Receiving Party's possession or control at the Disclosing
Party's request or, at the Disclosing Party's option, certify destruction of the same.
(c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for
damages resulting from the unauthorized disclosure of Confidential Information and that the Disclosing
Party shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable
relief as may be deemed proper by a court of competent jurisdiction.
(d) The Disclosing Party may visit Receiving Party's premises, with five (5) days prior written notice
and during normal business hours to be agreed upon by the Parties, to review Receiving Party's
compliance with the terms of this Agreement.
7. Miscellaneous
(a) All Confidential Information and Confidential Materials are and shall remain the sole and
exclusive property of the Disclosing Party. By disclosing information to Receiving Party, the Disclosing
Party does not grant any express or implied right to Receiving Party to or under the Disclosing Party
patents, copyrights, trademarks, or trade secret information.
(b) All Confidential Information and Materials are provided "AS IS" and the Disclosing Party makes
no warranty regarding the accuracy or reliability of such information or materials. The Disclosing Party
does not warrant that it will release any product concerning which information has been disclosed as a
part of the Confidential Information or Confidential Materials. The Disclosing Party will not be liable for
any expenses or losses incurred or any action undertaken by the Receiving Party as a result of the receipt
of Confidential Information or Confidential Materials. The entire risk arising out of the use of the
Confidential Information and Confidential Materials remains with the Receiving Party.
(c) Neither party shall use the name of the other party nor the existence of this agreement in any
publicity, advertising or information disseminated to the general public without that party's prior written
approval.
(d) This Agreement constitutes the entire Agreement between the parties with respect to the
subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the
date of this Agreement and signed by both parties.
(e) This Agreement shall not be construed to create any obligation on the part of either party to
retain the other partys services or to remunerate a party for services rendered by the other party in any
manner or to enter into any further agreements, except as may be set forth by a separate written
agreement duly executed by authorized representatives of the parties.
(f) None of the provisions of this Agreement shall be deemed to have been waived by any act or
acquiescence on the part of the Disclosing Party, its agents, or employees but only by an instrument in
writing signed by an authorized officer of the Disclosing Party. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision(s) or of the same provision on another
occasion. Failure of either
party to enforce any provision of this Agreement shall not constitute waiver of such provision or
any other provisions of this Agreement.
(g) This Agreement shall be binding upon and inure to the benefit of each partys respective
successors and lawful assigns; provided, however, that neither party may assign this Agreement, in whole
or in part, without the prior written approval of the other party. Any attempted assignment in violation
of this paragraph shall be void.
(h) If any action at law or in equity is necessary to enforce or interpret the rights arising out of or
relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees,
costs and necessary disbursements in addition to any other relief to which it may be entitled.
(i) This Agreement shall be construed and governed by the laws of Jordan, and both parties
further consent to jurisdiction by the courts sitting in Jordan.
(j) If any provision of this Agreement shall be held by a court of competent jurisdiction to be
illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any
of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to
the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be
reduced to the maximum duration, scope or subject matter allowable by law.
(k) All obligations created by this Agreement shall survive change or termination of the Parties'
business relationship[perpetually] from the Effective Date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
representatives as of the date first set forth above.
By:
Name:
Title:
By:
Name:
Title: