BOM Quote Ltd., Standard Mutual Confidentiality Agreement

Last updated on Feb 05, 2019

Parties to the Agreement

This Non-Disclosure Agreement (the "Agreement") is made and entered into on the date of digital acceptance by and between BOM Quote Limited, a Hong Kong registered company (“Bomquote”) and the party listed in the "Company Name" field ("Client") in our own electronic submission form on our website located at http://www.bomquote.com (the “Website”). Bomquote and Client are each a disclosing party ("Discloser") and a receiving party ("Recipient") under this Agreement.

Changes to this Agreement

We may revise and update this Agreement from time to time in our sole discretion. We will notify you upon any change and you will be asked to confirm your acceptance of the revised agreement. Should you choose not to accept our revised agreement, the previously executed agreement will remain, but at our option we may discontinue your access to our Website and any of our other services.

General Provisions

1. Confidential Information is defined as any and all information consistent with the purpose described below that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by Discloser to Recipient. Any product samples provided by Discloser to Recipient are considered as Confidential Information. Confidential Information that is disclosed orally shall be identified as confidential at the time of disclosure. CONFIDENTIAL INFORMATION IS DISCLOSED FOR EVALUATION ONLY. The purpose of this Agreement is to facilitate Bomquote to complete a quotation for manufacturing services for the Client (the “Purpose”).

2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this Agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is disclosed to a third party by the Discloser without a duty of confidentiality; (v) is known to the Recipient prior to such disclosure; (vi) is independently developed by Recipient without the use of any of Discloser’s Confidential Information or any breach of this Agreement; or (vii) is required to be disclosed by a valid court order provided that Recipient has first given Discloser reasonable written notice of such requirement and fully cooperates with Discloser in seeking confidential treatment for any such disclosure.

3. The parties agree that during the term of this Agreement and for a period of two (2) years from the expiration or termination of this Agreement, Recipient shall (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees, agents or consultants who must be directly involved with the Confidential Information for the evaluation Purpose as set forth in paragraph 1 above and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; and (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement.

4. Both parties agree that all Confidential Information disclosed hereunder shall remain the property of the Discloser and shall not be copied or reproduced without the express written permission of the Discloser, except for such copies as may be absolutely necessary in order to perform the evaluation contemplated hereunder. Upon termination of this Agreement, or within ten (10) days of receipt of Discloser’s written request, Recipient shall return all Confidential Information to Discloser along with all copies and portions thereof, or certify that all such Confidential Information has been destroyed. However, Recipient may retain one archival copy of the Confidential Information which it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. All Confidential Information disclosed hereunder is provided by Discloser without representation or warranty of any kind.

5. The Recipient acknowledges and agrees that due to the unique nature of the Discloser’s Confidential Information, there may be no adequate remedy at law for any breach of its obligations. The Recipient further acknowledges that any such breach may allow the Recipient or third parties to unfairly compete with the Discloser resulting in irreparable harm to the Discloser and, therefore, that upon any such breach or any threat thereof, the Discloser shall be entitled to seek appropriate equitable relief, including but not limited to injunction in addition to whatever remedies it may have at law. The Recipient will notify the Discloser in writing immediately upon the occurrence of any such unauthorized release or other breach.

6. The Discloser understands that the Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to the Discloser’s information. Accordingly, nothing in this Agreement will be construed as a representation or inference that the Recipient will not develop products, or have products developed for it, that, without violation of this Agreement, compete with the products or systems contemplated by the Discloser’s Confidential Information.

7. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. Either party may terminate this Agreement for any reason by giving thirty (30) days written notice to the other party. Recipient’s obligations regarding Confidential Information as stated in paragraph 3 shall survive the expiration or termination of this Agreement.

8. This Agreement is the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior or contemporaneous oral or written agreements concerning this subject matter. Any understanding between the parties beyond the Purpose of this Agreement shall be set forth in a separate agreement containing appropriate terms and conditions.

9. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, People’s Republic of China without reference to its conflicts of laws provisions.

10. This Agreement may be executed by digital acceptance on our Website and the Agreement as written on the date it is digitally accepted will be stored in our data management system along with the record of the Client's initial quote request.