CONFIDENTIALITY AGREEMENT

This confidentiality agreement (this “Agreement”) is made and effective on ______by and between ______(“Party A”), a company established under the laws of______, and (“Party B”), a company established under the laws of .

Whereas:

1. Party A and Party B may receive in written or oral form certain unpublicized, confidential or proprietary information and materials from the other party, during a period of time (the “Cooperation Period”) when Party A and Party B are considering or discussing or engaging in cooperation between themselves. 2. Party A and Party B agree that such unpublicized, confidential or proprietary information and materials shall be protected under and in accordance with this Agreement.

THEREFORE, Party A and Party B agree as follows:

Article 1 Definition

1.“Affiliates” shall mean entities that control, are controlled by or under common control directly or indirectly at the time or in the future with a Party to this Agreement. For purposes of this definition, “control” shall mean ownership of no less than fifty percent (50%) of voting stock of the entity or, in case of non-corporate entity, an equivalent interest. 2.“Confidential Information” shall mean all technical, financial or other information related to the business of one party (the “Discloser”), or its affiliates, or to the business of any customer or potential customer of the Discloser, that is provided to the other party (the “Recipient”). Such information shall including but not be limited to corporate structure, business records and plans, financial statements, customer lists and records, trade secrets, technical and design information of its products, pricing structure, costs, profit forecasts and cash flow. The Information shall be deemed Confidential Information which the Discloser refers to as being confidential or proprietary at or prior to the time the Recipient receives such information. In case of an oral or visual disclosure, such Confidential Information shall be reduced to writing and delivered to Recipient within thirty (30) days of oral or visual disclosure.

Article 2 Confidential Information shall not include any information that

1. is in the possession of Recipient prior to its disclosure by Discloser; 2. was publicly known and made generally available in the public domain prior to the time of the disclosure to Recipient; 3. is received in good faith by Recipient from a third party, free of any obligation of confidentiality; 4. is approved for release by prior written consent of the Discloser; 5. is developed independently by the Recipient without use of or reference to the Discloser’s Confidential information.

Article 3 In the event that the Recipient is required to disclose any Confidential Information pursuant to any judicial, regulatory or government request, requirement or order, the Recipient shall：

1. promptly inform Discloser of such requirement, 2. if the Discloser contest such request, requirement or order, provide all legal and reasonable assistance to the Discloser to assist in contesting disclosure； 3. in the circumstance that Confidential Information is disclosed in accordance with said requirement, shall

.1-3 provide only such minimal disclosure as is required to satisfy the body requesting such disclosure.

Article 4 Upon receiving Confidential Information, the Recipient shall assume the following obligations:

1.to prudently and appropriately maintain the Confidential Information in its records and to keep such information strictly confidential, and not to disclose such information to any third party without first obtaining the Discloser’s written consent; 2.to keep the Confidential Information in a secure place inaccessible to others and to protect the Confidential Information with at least the degree care of care with which Recipient protects its own Confidential Information, but in any case with not less than a reasonable degree of care and discretion; 3.to use the Confidential Information only for the purpose as described in preamble, 4.to only disclose Confidential Information to its affiliates, directors, managers, employees, consultants, representatives, or advisers directly or indirectly taking part in the cooperation hereunder (hereinafter such person(s) shall be collectively referred to as “Related Person”), and to undertake all legal and professional actions to ensure that such Related Person keeps Confidential Information strictly confidential. Recipient shall be liable for any failure of the Related Person to abide by the provisions of this agreement;

Article 5 ALL CONFIDENTIAL INFORMATION DELIVERED HEREUNDER IS FURNISHED "AS IS". EXCEPT AS OTHERWISE DESCRIBED IN THIS AGREEMENT, DISCLOSER MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO SUCH CONFIDENTIAL INFORMATION, ITS QUALITY, ITS PERFORMANCE, MERCHANTABILITY, NON- INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE CONFIDENTIAL INFORMATION IS WITH RECIPIENT.

Article 6 Recipient shall, upon termination of this Agreement, or upon written request of Discloser, whichever is earlier, immediately, but not later than 30 days after any notice thereof by Discloser, return (or destroy at Discloser’s option) all copies of such Discloser’s Confidential Information and certify in writing its compliance with this requirement.

Article 7 Party A and Party B agree that, except as otherwise expressly stated by the Discloser in writing, no disclosure of Confidential Information shall be implied or otherwise taken as assigning or granting a license of trade mark, patent, know-how or any other intellectual property rights to Recipient.

Article 8 The Parties acknowledge that they shall subject to regulations by agencies of the Governments of the United States, Japan, and the People’s Republic of China, including the US Department of Commerce and the Japanese Ministry of Economy, Trade and Industry, which may prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of the parties to provide technical information, technical assistance, any media in which any of the foregoing is contained, training and related technical data (collectively, “Data”) shall be subject in all respects to the laws and regulations of the United States, Japan, and the People’s Republic of China as from time to time govern the delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the United States Department of Commerce, International Trade Administration, or the Bureau of Export Administration. Neither party shall export or re-export, directly or indirectly, any technical information, any direct products thereof to any destination which is prohibited by the US and/or the People’s Republic of China.

.2-3 Article 9 This Agreement will be governed by and construed in accordance with PRC laws. The parties shall discuss any dispute between themselves and shall use their best efforts to reach an amicable resolution. Any unresolved dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, which the parties are unable to resolve through discussion will be submitted to China International Economic and Trade Arbitration Commission (CIETAC) Shanghai Sub-Commission (Arbitration Center) for arbitration which shall be conducted in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. The arbitration proceedings shall be conducted, and the award shall be rendered in the English Language.

Article 10 This Agreement shall be effective upon the execution of both parties by their duly authorized representative and be continuously effective during the Cooperation Period and for two years after the date hereof.

This agreement has two originals and each party holds one. IN WITNESS WHEREOF, the parties hereto have caused this Confidentiality Agreement to be duly executed and delivered as of the day and year first above written.

By:

Name:

Title:

By:

Name:

Title:

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