1. Preamble
1.1. The Parties:
[Huawei Technologies Co., Ltd.], a company incorporated under the laws of the [People's Republic of China] with its business office at [Huawei Industrial Base, Longgang District, Shenzhen 518129, People's Republic of China], and its affiliates are referred to as "Disclosing Party" or "Party A" hereinafter.
Entities and individuals who use HUAWEI CLOUD Compliance Certification Download service are referred to as "Receiving Party" or "Party B" hereinafter.
Whereas, the Parties have established or are seeking to establish a partnership. During the cooperation, Party B will access Confidential Information of Party A that must not be disclosed.
1.2. Effective Date
This Non-Disclosure Agreement (this "Agreement") is entered into between the Parties and comes into effect as of the date of Party B’s clicking the I agree and acknowledge this agreement button ("Effective Date").
In consideration of the foregoing, the Parties hereto agree as follows:
2. Confidential Information
For the purpose of this Agreement, Confidential Information shall mean:
Any information provided by Party A to the Party B in the form set forth in this Agreement, including but not limited to certifications or reports obtained from HUAWEI CLOUD official website and Confidential Information and terms of such certifications or reports.
3.Exclusion of Confidential Information
For the purpose of this Agreement, Confidential Information does not include:
(1) Information that has been published or made generally available to the public by other means and information that has been obtained by the Receiving Party through other lawful channels prior to the disclosure;
(2) Information that was obtained by the Receiving Party under no obligation of confidentiality or restrictions on use or disclosure prior to the disclosure by the Disclosing Party;
(3) Information that was lawfully provided by a third party to the Receiving Party without infringing any other party's rights or violating any confidentiality obligations that may be owed to any other party and under no restrictions on use or disclosure;
(4) Information that can be proven by the Receiving Party as being developed by the Receiving party independently.
4. Confidentiality Undertaking
The Receiving Party agrees to use Confidential Information only for the purposes of the cooperation:
(1) The Receiving Party shall not modify, alter or adapt the Confidential Information or conduct any operation to reversely engineer, compile, or crack the Confidential Information.
(2) The Receiving Party shall not disclose, announce, spread, distribute or otherwise make Confidential Information available to any third party other than employees who must use it for the purposes of cooperation. It may provide the Confidential Information only to the extent where the purpose of the cooperation can be achieved. In addition, the Receiving Party shall procure that before accessing the Confidential Information employees of the Receiving Party shall enter into a non-disclosure agreement (NDA) with continuous validity in relation to any Confidential Information disclosed to them on terms no less strict than the terms of this Agreement and the Receiving Party shall at all times remain responsible for ensuring such employees comply with the terms of confidentiality obligations. Without a written permission, the Receiving Party shall not publish the partnership between the Parties in any way, through any media, or any channel, express or implied, including but not limited to, official websites, newspapers, broadcast, television, and magazines. The cooperation information includes but is not limited to partnership, scope of cooperation, amount of cooperation, current cooperation projects, customer information, any ongoing or upcoming consultation or the possibility of establishing a partnership between the Parties, or the fact that the Parties will establish, have established, or have terminated a partnership.
(3) The Receiving Party shall protect the Confidential Information about the Disclosing Party with the same degree of care as it uses its own confidential information against loss, theft, and access from unauthorized third parties. The level of protection shall be proper, at least to the same degree of care as the Receiving Party protects its own confidential information.
(4) Unless otherwise approved by the Disclosing Party in writing, the Receiving Party shall not use the Confidential Information for purposes out of the scope of cooperation.
(5) The Receiving Party shall not disclose the Confidential Information to any third-party, unless otherwise approved by the Disclosing Party in writing, and the Receiving Party shall enter into Non-Disclosure Agreement with the third-party. If the third-party violates its No-disclosure liability, the Receiving Party shall take joint and several liability with the third-party.
5. Mandatory Disclosure
The Receiving Party may disclose Confidential Information in accordance with applicable judicial procedures or administrative orders, provided that:
(1) The Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure so that the Disclosing Party has a reasonable opportunity to seek necessary protections to prevent or limit the spread of Confidential Information;
(2) The Receiving Party shall disclose Confidential Information to the minimum extent allowed by the legal procedures or administrative orders;
(3) The Receiving Party shall not purposefully create conditions to cater to the mandatory disclosure requirements of the law. Otherwise this is deemed as violation against the confidentiality obligations under this Agreement.
(4) The Receiving Party shall ensure that Confidential Information is dealt with confidentially as much as possible.
6. Return or Destruction of Confidential Information
Upon the Disclosing Party's request in writing or the termination of this agreement, the Receiving Party shall immediately return or destroy all Confidential Information of the Disclosing Parity that was received or known under this Agreement, including but not limited to the original copies, photocopies, and replicates of the Confidential Information, and abstracts and summaries of such information that exist in any forms, and provide a written confirmation for the return or destruction.
7. Ownership
All Confidential Information as defined in this Agreement is and shall remain the property of the Disclosing Party. Nothing in this Agreement shall be construed as transferring or granting any express or implied rights under any patent, copyright or other intellectual property right of either party, nor shall the Receiving Party use Confidential Information other than the purposes of cooperation.
8. Liability for Breach of Agreement
Both Parties expressly acknowledge and agree that due to the unique nature of Confidential Information, damages would not be an adequate remedy for any breach of the terms set forth in this Agreement. Accordingly, the Parties both agree and acknowledge that any such violation or threatened violation shall cause irreparable damage to the Disclosing Party and that, without prejudice to any other rights or remedies that may be available, in law, in equity or otherwise:
(1) Disclosing Party shall be entitled to obtain the remedies of injunction against for any threatened or actual breach of this Agreement by the Receiving Party, without proof of special damages, including but not limited to requiring the Receiving Party to immediately stop the acts of violation, take remedial actions, use all reasonable endeavors to eliminate any negative impact of the violation or cooperate with the Disclosing Party upon its request to prevent further loss, and take immediate corrective actions if the damage is caused by inflated or incorrect publicity of the Receiving Party on the cooperation between the Parties;
(2) Disclosing Party shall be entitled to be indemnified by Receiving Party for any losses or damages, including without limitation, attorney's fees, litigation costs, and any other costs or damages arising out of or in connection with any breach or enforcement of Receiving Party's obligations under this Agreement or the unauthorized use or disclosure of Disclosing Party's Confidential Information;
(3) Disclosing Party shall terminate all agreements and projects with the Receiving Party without undertaking any liability.
9. Term and Termination
9.1. Term
This Agreement shall come into effect from the Effective Date as acknowledged above, till it is terminated according to this Agreement. This Agreement shall restrict all the activities of disclosing or using Confidential Information before and after this Agreement has been agreed by the Receiving Party.
9.2. Effect of Termination
Confidential Information defined in this Agreement shall be kept as Confidential Information till to the time, when the Confidential Information need not be kept as Confidential Information according to the clause of "Exclusion of Confidential Information", without considering the termination or expiration of this Agreement or the cooperation between the parties.
10. Applicable Law and Arbitration
10.1. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of [People's Republic of China], without reference to its choice of law rules.
10.2. Dispute Resolution
Without prejudice to the right available to either Party under this Agreement, the Parties shall consult in good faith about any dispute arising from or relating to this Agreement. If the dispute persists after consultation, both Parties shall resolve the dispute through the litigation procedure at the court with jurisdiction in the place where this Agreement is signed. The parties agree that the agreement is signed at Longgang district, Shenzhen city, the PRC.
10.3. Language
The Agreement, relevant appendices, and all kinds of written and oral communications between the parties relating to the Agreement shall be written, explained, and stated in [English]. If the written or oral information is exchanged in two (or more than two) kinds of languages, [English] shall be prevailing.
10.4. Severability
If any term in this Agreement is found by competent judicial authority to be ineffective, illegal, or unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does not materially affect the Parties' rights under this Agreement. The term that is found to be invalid, illegal, or unenforceable shall be replaced by another term that is negotiated and confirmed by the Parties as effective, legal, enforceable, and most approximate to the original term in meaning.
10.5. Waiver
Failure of either Party to insist upon the performance of any term, covenant, or condition in this Agreement, or to exercise any rights under this Agreement, will not be construed as a waiver or relinquishment of the future performance of any such term, covenant, or condition, or the future exercise of any such right, and the obligation of each Party with respect to such future performance will continue in full force and effect.
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