Non-Disclosure Agreement（NDA）

 

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of 2024，by and between:

 

 

Hunan Hengyun Art&Crafts, Co.,Ltd

Adress: No.4 Pine Tree Group, Jingtian Village, Nanyue Town, Hengyang, Hunan, China

Phone: +(86) 173 6938 8488

WhatsApp: +(86) 173 6938 8488

WeChat: +(86) 187 7422 2624

Email: david@hengyuncrafts.com

Website: www.hengyuncrafts.com (“Receiving Party”)

 

  1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Confidential Information includes but is not limited to designs, drawings, plans, prototypes, product information, business plans, strategies, customer lists, and financial information.

 

  1. Obligations of Receiving Party

Receiving Party shall:

  1. Hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
  2. Not, without the prior written approval of the Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.
  3. Not use the Confidential Information to advertise their business, share with other clients, or replicate the designs for any purpose other than producing the products for Disclosing Party. d. Take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents, or consultants in violation of this Agreement.

 

  1. Exclusions from Confidential Information

Confidential Information does not include information that:

  1. Is or becomes publicly known through no wrongful act of the Receiving Party.
  2. Is received from a third party without breach of any obligation of confidentiality.
  3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
  4. Is disclosed with the prior written consent of the Disclosing Party.

 

  1. Return or Deletion of Materials

Upon termination of this Agreement, or upon request of the Disclosing Party, Receiving Party shall promptly return all documents and other tangible materials representing the Confidential Information and all copies thereof. For digital files, the Receiving Party shall permanently delete all such files and provide written confirmation of the deletion to the Disclosing Party.

 

  1. Duration

Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as confidential or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

 

  1. No License

Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed under this Agreement.

 

  1. Remedies

The Receiving Party acknowledges that any disclosure or use of Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the Disclosing Party shall have the right to seek injunctive relief to enforce the terms of this Agreement, in addition to any other rights and remedies it may have.

 

  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of     , without regard to its conflicts of law provisions.

 

  1. Non-Compete

Receiving Party agrees not to use the Confidential Information to compete directly or indirectly with the Disclosing Party during the term of this Agreement and for a period of one year following the termination of this Agreement. This includes, but is not limited to, sharing the Disclosing Party’s designs and files with other clients, using them for any other purpose, or replicating them in any form.

 

  1. Audit Rights

Disclosing Party shall have the right to audit the Receiving Party’s compliance with the terms of this Agreement upon reasonable notice.

  1. Notices

All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or mailed by certified or registered mail, return receipt requested, to the addresses of the parties set forth above.

  1. Miscellaneous

  • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.
  • This Agreement may not be amended except in writing, signed by both parties.
  • If any provision of this Agreement is found to be invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.

 

 

By: ___________________________

Name:

Title: Owner/director

 

Hunan Hengyun Art&Crafts Co.,Ltd

By: ___________________________

Name: David

Title: Owner/director

Hunan Hengyun Art&Crafts, Co., Ltd has the right to explain and interpret this agreement.

If there are questions about this agreement, please contact: david@hengyuncrafts.com