PARAENGINE CORPORATION NON-DISCLOSURE AGREEMENT FOR MVP

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of the later of the two signature dates below by and between PARAENGINE CORPORATION, a BVI business company ("PARAENGINE"), and _______________________ ("Recipient").

Overview

ParaEngine Most Valuable Professionals (MVPs) are exceptional technical community leaders from around the world who are awarded for voluntarily sharing their high quality, real world expertise in offline and online technical communities. ParaEngine MVPs are a highly select group of experts that represents the technical community's best and brightest, and they share a deep commitment to community and a willingness to help others. MVPs represent a broad spectrum of ParaEngine product users. They occupy many different professions including accountants, teachers, artists, engineers and technologists.

This one-way non-disclosure agreement (NDA) protects the information shared by ParaEngine to the MVP (Recipient). MVPs who want to receive confidential information from ParaEngine must sign and return a hard copy of the NDA to ParaEngine. Confidential information includes, without limitation, such things as pre-release software, product release dates, source code, products specs, prototype hardware, customer lists, and financial information. It includes anything that is not public information and that the party disclosing it would reasonably want to remain confidential.

Nothing in the MVP Program produces any legal obligations by either party, and there are no requirements for MVPs to license, use, or promote ParaEngine software. Neither participation in the MVP Program nor any terms and conditions that are contained in the agreement shall be construed as creating an employer-employee relationship, a partnership, a joint venture, or an agency relationship.

IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Definition of Confidentiality. As used in this Agreement, "Confidential Information" refers to any information which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of Company, or (ii) non-technical information relating to Company's products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to Company.

2. Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to Company, whether or not in written form. Recipient agrees that Recipient shall treat all Confidential Information of Company with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement.

3. Survival. This Agreement shall govern all communications between the parties. Recipient understands that its obligations under Paragraph 2 ("Nondisclosure and Nonuse Obligations") shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Recipient will promptly deliver to Company, without retaining any copies, all documents and other materials furnished to Recipient by Company.

4. Governing Law. This Agreement shall be governed in all respects by the laws of the People's Republic of China.

5. Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to Company for which there will be no adequate remedy at law, and Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

6. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

RECIPIENT:_________________________

Address:

By:

Name:

Title:

Date:

PARAENGINE CORPORATION

P.O. Box 3321, Drake Chambers, Road Tower, Tortola, British Virgin Islands

By:

Name:

Title:

Date:

Topic revision: r1 - 2008-10-23 - LiXizhi
 
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