Non-Disclosure Agreement

This Nondisclosure Agreement (the “Agreement”) is entered into by and between the Client of the relevant transacted service (“Disclosing Party“) and WeDerm (“Receiving Party“) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

Given:

  1. Disclosing Party has agreed to a "Service Agreement" with Receiving Party on the date indicated on the completed checkout transaction, and will provide services to Disclosing Party;

  2. During the period when Disclosing Party accepts Receiving Party’s services, Disclosing Party may learn or use Receiving Party’s trade secrets;

  3. Disclosing Party is fully aware that all of Receiving Party’s trade secrets are the properties of Receiving Party, and that the leakage of such trade secrets to external parties or illegal use by a third party will cause Receiving Party’s economic loss;

  4. Disclosing Party is obliged to keep Receiving Party’s trade secrets.

 

Upon negotiation, both parties have stipulated the following clauses for Party A to keep business secrets after the end of the service period, in order to jointly comply:

Chapter 1 Scope of Trade Secrets

Article 1 
Receiving Party’s trade secrets;

Article 2
Receiving Party’s business secrets mainly refer to the following:

  1. Business information: including but not limited to client information, marketing plans, training materials, business reports or data, financial information, employee structure, salary structure, cooperation channels, promotion keywords, etc.

  2. Technical information: including but not limited to technical solutions, page design, company website operation information or methods, operating procedures, technical indicators, computer software, databases, research and development records, technical reports, test reports, experimental data, test results, operation manuals, technical documents, back-end account information, related correspondence, etc.

Article 3 
The above-mentioned business and technical information, regardless of whether Receiving Party adopts confidentiality measures, will not affect the composition of its business secrets.
Chapter II Confidentiality during the Service Period

Article 4 
Receiving Party’s confidentiality rules and systems do not provide for or where the provisions are not clear. Disclosing Party shall also take any necessary and reasonable measures in a cautious and honest manner to safeguard any information or possessions it knows or holds during the period of service. Trade secrets that belong to Receiving Party or a third party but Receiving Party promises to keep confidential to maintain its confidentiality.

Article 5 
In addition to the need to perform its duties, Disclosing Party promises that without the consent of Receiving Party, it shall not make any third party (including in accordance with the provisions of the confidentiality system) leak, inform, announce, publish, publish, impart, transfer or any other means 

Chapter III Confidentiality after the end of the service

Article 6 
After the expiration of the service agreement, both parties choose to handle confidential matters according to the following provisions:

Within 2 years after the termination of the service agreement, Disclosing Party shall not operate the same or similar business as Receiving Party for itself or others.

Article 7 
Both parties agree that after the end of the service, Disclosing Party shall still bear the same confidentiality obligations for the trade secrets that Disclosing Party has contacted and learned during the period when Disclosing Party receives the service, or which belong to a third party but Receiving Party promises to have confidentiality obligations. The obligation not to use the relevant secret information without authorization, regardless of the reason that Disclosing Party resigns.

 

After the end of the service, Disclosing Party shall assume the duty of confidentiality until Receiving Party announces the decryption or the secret information has actually been made public. Disclosing Party recognizes that Receiving Party does not need to pay additional confidentiality fees when Disclosing Party resigns.

Chapter IV Liability for Breach of Contract

Article 8 
If Disclosing Party violates any clause of this contract, it shall pay Receiving Party a one-off penalty of 5,000 HKD.

Article 9 
If Disclosing Party’s breach of contract causes losses to Receiving Party, Disclosing Party shall compensate Receiving Party’s losses. Liquidated damages cannot replace compensation for losses, but they can be deducted from the loss.

Chapter V Miscellaneous 

The above agreement does not affect Receiving Party's request to the Intellectual Property Department for administrative handling of the infringement.

Article 10 
This contract shall continue to be valid for 2 years from the date when both parties have agreed.

Article 11 
If this contract is in conflict with the previous oral or written agreement between the two parties, this contract shall prevail.

Article 12 
The modification of this contract is only valid if the written supplement/modification document is agreed by both parties.

Article 13 
Both parties confirm that they have carefully reviewed the content of the contract before agreeing to this agreement and fully understand the legal meaning of the terms of the contract.