CONFIDENTIALITY AGREEMENT

 

CONFIDENTIALITY  AGREEMENT

 

This confidential agreement (“Confidentiality Agreement”) dated as of  [Date] is made between China Merchants Securities (HK) Co., Limited (“China Merchants”) of 48/F, One Exchange Square, Central, Hong Kong and [*] (“the Company”) of [*].

 

Whereas, from time to time, China Merchants contemplates furnishing to the Company written and oral information (collectively, the “Confidential Information”) concerning information including but not limited to the Xteam Software International Ltd. (Stock Code: 8178.HK ) ‘s potential fund raising transactions (“the Transaction”).

 

NOW THEREFORE, China Merchants and the Company hereby covenant and agree as follows:-

 

1.          The Confidential Information shall be kept in strict confidence by the Company and shall not be used, without the prior written consent of China Merchants, for any purpose other than in connection with the evaluation of the Transaction. The Confidential Information shall not be disclosed to any persons other than those Personnel (as defined below) who have a need to know. “Personnel” shall mean the affiliates, directors, officers, employees, professional advisers of the Company. The Company shall inform its Personnel of the confidential nature of the Confidential Information and shall direct its Personnel to hold the Confidential Information in strict confidence.

 

2.          The Company will, and will request its Personnel to, maintain the confidentiality of any inquiries, investigations, discussions or negotiations that have already been taken place or may be taking place between China Merchants and the Company, or any of the terms, conditions or other facts with respect to the Transaction, including the status thereof.

 

3.          The restrictions set forth in paragraph 1 and 2 above shall not apply to any information which (i) is or becomes generally available to the public through no violation of this Agreement, (ii) was available to the Company on a non-confidential basis prior to its disclosure to the Company by China Merchants, (iii) becomes available to the Company on a non-confidential basis from a source other than China Merchants, or (iv) is required to be disclosed to any court, regulatory authority, other government authority or pursuant to any requirement of law. This Confidentiality Agreement shall terminate and be of no further force or effect on the date that is one year after the date of this Agreement.

 

 

 

4.          At the request of China Merchants, the Company shall return all Confidential Information received from China Merchants and shall not retain any copies of, or other reproductions or extracts of, the Confidential Information.

 

5.          The Company acknowledges and agrees that China Merchants is not making any representation or warranty, express or implied, as to the accuracy, correctness or completeness of the Confidentiality Information. The Company agrees that neither China Merchants nor any of its affiliates, directors, officers, employees, professional advisors or agents shall have liability to the Company resulting from the use of the Confidential Information by the Company or its Personnel. Only these express representations and warranties that are made by China Merchants to the Company in a definitive, written agreement when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such written agreement, will have legal effect.

 

6.          This Confidentiality Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of the Hong Kong Special Administrative Region.

 

7.          This Confidentiality Agreement shall not be amended or modified, and none of the provisions hereof shall be waived, except in writing signed on behalf of the parties hereto or, in the case of a waiver, on behalf of the party making the waiver.

 

IN WITNESS WHEREOF, China Merchants and the Company hereby agree to be bound by this Confidentiality Agreement.

 

Acknowledged and agreed for and on behalf of China Merchants Securities (HK) Co., Limited	Acknowledged and agreed for and on behalf of the Company