This Non-disclosure Agreement (this "Agreement") is made effective as of June 07, 2020 (the
"Effective Date"), by and between Punjii (the "Owner"), of 9002 186th avenue, apt. B307,
Bonney lake, Washington 98391, and Henian xia (the "Recipient"), China.
The purpose of disclosing information to the Recipient will be to determine whether the
Recipient could assist Punjii with website development.
The Owner has requested and the Recipient agrees that the Recipient will protect the confidential
material and information which may be disclosed between the Owner and the Recipient.
Therefore, the parties agree as follows:
1. CONFIDENTIAL INFORMATION.
The term "Confidential Information" means any information or material which is proprietary to
the Owner, whether or not owned or developed by the Owner, which is not generally known
other than by the Owner, and which the Recipient may obtain through any direct or indirect
contact with the Owner. Regardless of whether specifically identified as confidential or
proprietary, Confidential Information shall include any information provided by the Owner
concerning the business, technology and information of the Owner and any third party with
which the Owner deals, including, without limitation, business records and plans, trade secrets,
technical data, product ideas, contracts, financial information, pricing structure, discounts,
computer programs and listings, source code and/or object code, copyrights and intellectual
property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The
nature of the information and the manner of disclosure are such that a reasonable person would
understand it to be confidential.
A. "Confidential Information" does not include:
matters of public knowledge that result from disclosure by the Owner;
information rightfully received by the Recipient from a third party without a duty of
information independently developed by the Recipient;
information disclosed by operation of law;
information disclosed by the Recipient with the prior written consent of the Owner;
and any other information that both parties agree in writing is not confidential.
2. PROTECTION OF CONFIDENTIAL INFORMATION.
2.1 The Recipient understands and acknowledges that the Confidential Information has been
developed or obtained by the Owner by the investment of significant time, effort and expense,
and that the Confidential Information is a valuable, special and unique asset of the Owner which
provides the Owner with a significant competitive advantage, and needs to be protected from
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2.2 In consideration for the receipt by the Recipient of the Confidential Information, the
Recipient agrees as follows:
A. No Disclosure. The Recipient will hold the Confidential Information in confidence and
will not disclose the Confidential Information to any person or entity without the prior
written consent of the Owner.
B. No Copying/Modifying. The Recipient will not copy or modify any Confidential
Information without the prior written consent of the Owner.
C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient
becomes aware of any possible unauthorized disclosure or use of the Confidential
D. Application to Employees. The Recipient shall not disclose any Confidential
Information to any employees of the Recipient, except those employees who are required to
have the Confidential Information in order to perform their job duties in connection with the
limited purposes of this Agreement. Each permitted employee to whom Confidential
Information is disclosed shall sign a non-disclosure agreement substantially the same as this
Agreement at the request of the Owner.
3. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION.
The Parties agree that the Owner will suffer irreparable damage if its confidential information is
made public, released to a third party, or otherwise disclosed in breach of this Agreement and
that the Owner shall be entitled to obtain injunctive relief against a threatened breach or
continuation of any such breach and, in the event of such a breach, an award of actual and
exemplary damages from any court of competent jurisdiction.
For a period of five (5) years after the end of the term of this Agreement, the Recipient will not
attempt to do business with, or otherwise solicit any business contacts found or otherwise
referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to
prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific
written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to
any commissions due pursuant to this Agreement or relating to such transaction.
5. RETURN OF CONFIDENTIAL INFORMATION.
5.1 Upon the written request of the Owner, the Recipient shall return to the Owner all written
materials containing the Confidential Information. The Recipient shall also deliver to the Owner
written statements signed by the Recipient certifying that all materials have been returned within
five (5) days of receipt of the request.
5.2 Pursuant to clause 5.1, the Recipient shall promptly return or destroy all copies (in whatever
form reproduced or stored), including all notes and derivates of the confidential information
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disclosed under this Agreement, upon earlier of (i) completion of the dealings contemplated in
this Agreement or (ii) termination of this Agreement.
6. RELATIONSHIP OF PARTIES.
Neither party has an obligation under this Agreement to purchase any service or item from the
other party, or commercially offer any products using or incorporating the Confidential
Information. This Agreement does not create any agency, partnership, or joint venture.
7. NO WARRANTY.
7.1 The Recipient acknowledges and agrees that the Confidential Information is provided on an
"AS IS" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY
PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or
warrant that any product or business plans disclosed to the Recipient will be marketed or carried
out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the
Confidential Information shall be solely at the risk of the Recipient.
7.2 The Confidential Information subject to this Agreement is made available "as such" and no
warranties of any kind are granted or implied with respect to the quality of such information
including, but not limited to, its applicability for any purpose, non-infringement of third party
rights, accuracy, completeness or correctness.
8. LIMITED LICENSE TO USE.
8.1 All confidential information disclosed under this Agreement shall be and remain the property
of the Owner and nothing contained in this Agreement shall be construed as granting or
conferring any rights to such confidential information on the other contracting party. Principally,
nothing in this Agreement shall be deemed to grant the Recipient a license expressly or by
implication under any patent, copyright or other intellectual property right.
8.2 The Recipient hereby acknowledges and confirms that all existing and future intellectual
property rights related to the confidential information are exclusive titles of the Owner. For the
sake of clarity based in reciprocity and good faith of the contracting parties, the Recipient will
not apply for or obtain any intellectual property protection in respect of the confidential
information received. Likewise any modifications and improvements thereof by the Recipient
shall be the sole property of the Owner.
9.1 Recipient agrees to indemnify, defend and hold harmless the Owner and its officers,
directors, agents, affiliates, distributors, representatives and employees from any and all third
party claims, demands, liabilities, costs and expenses including reasonable attorney’s fees, costs
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and expenses resulting from the indemnifying party's material breach of any duty, representation,
or warranty under this Agreement.
9.2 In the event that the Recipient is asked to communicate the confidential information to any
judicial, administrative, regulatory authority or similar or obliged to reveal such information by
mandatory law, it shall notify promptly the Owner of the terms of such disclosure and will
collaborate to the extent practicable with the Owner in order to comply with the order and
preserve the confidentiality of the confidential information.
10. ATTORNEY'S FEES.
In any legal action between the parties concerning this Agreement, the prevailing party shall be
entitled to recover reasonable attorney's fees and costs.
The obligations of this Agreement shall survive 5 years from the Effective Date or until the
Owner sends the Recipient written notice releasing the Recipient from this Agreement. After
that, the Recipient must continue to protect the Confidential Information that was received
during the term of this Agreement from unauthorized use or disclosure indefinitely.
12. GENERAL PROVISIONS.
12.1 This Agreement sets forth the entire understanding of the parties regarding confidentiality.
Any amendments must be in writing and signed by both parties. This Agreement shall be
construed under the laws of the State of Washington.
12.2 This Agreement shall not be assignable by either party. Neither party may delegate its
duties under this Agreement without the prior written consent of the other party.
12.3 The confidentiality provisions of this Agreement shall remain in full force and effect at all
times in accordance with the term of this Agreement. If any provision of this Agreement is held
to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in
full force and effect and construed so as to best effectuate the original intent and purpose of this
13. WHISTLEBLOWER PROTECTION.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or
criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to
a federal, state, or local government official, or to an attorney when the disclosure is to report
suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made
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This Agreement shall be executed by Abhishek Trikha, CEO, on behalf of Punjii and Mahaveer
Sawant _________________ and delivered in the manner prescribed by law as of the date first