This Agreement is entered into as of this 1st day of January, 2006 (“Effective Date”) by and between AAA Company Ltd., a company organized and existing under the laws of Japan and having its business office at 888-888-XXX-YYY, Japan; and Beijing BBB Company, a company organized and existing under the laws of People’s Republic of China and having its business office at        ;

Recitals

AAA and BBB are desirous to enter into communicating the information of developing the [products] system in P.R.C. (“Purpose”);

Each party acknowledges that the Confidential Information (as defined hereinafter) of the other party is a business secret and a valuable asset of the other party.

Covenants

In consideration of these undertakings and commitments, the parties agree as follows:

1. Purpose
1.1 For accomplishing the Purpose, each party will provide the information of (some products) to the other party.
1.2 The parties hereto will execute the document (“Document”) with using the information set forth in Article 1.1 (“Project”).

2. Confidential Information
(a) “Confidential Information” shall mean any information or data relating to the Project, disclosed by either party (“Discloser”) to the other party (“Receiver”), including, without limitation, its technical and commercial know-how, knowledge, data, designs, specifications, methods, standards, processes and operation procedures, which is marked as “confidential”.
(b) Information or data which is disclosed either orally or visually will be deemed to be Confidential Information providing that it is identified as confidential at the time of disclosure and that the Discloser, within twenty-one (21) calendar days after such disclosure, provides to the Receiver such information or data or a summary or description thereof in writing marked as confidential.

(c) The Receiver shall not copy the Confidential Information other than the Purpose without the prior written approval of the Discloser.

3. Exceptions
Notwithstanding the prohibitions in Article 2 above, the obligation of Receiver to maintain the confidentiality of the Confidential Information of the Discloser shall not include the following exceptions; (a) information was known to the public or generally available to the public prior to the date it was received otherwise than through a breach of this Agreement; b) information was possessed by the Receiver prior to receipt from the Discloser; c) information is obtained by the Receiver from a third party with a valid right to disclose such Confidential Information, provided that said third party is not under a confidentiality obligation to the Discloser; d) such information is independently developed by the employee of the Receiver who had no knowledge of or access to the Confidential Information demonstrated by written evidence.  The above exceptions shall only apply if the Receiver notifies the Discloser of the pertinent exception within ten (10) business days after the disclosure of the Confidential Information.  Confidential Information shall not be deemed to be within the foregoing exceptions merely because such Confidential Information is embraced by more general information in the public domain or in the Discloser's possession.

4. Restrictive Covenant
4.1 The Receiver agrees for itself and its directors, employees, advisors or other persons retained in connection with Project that the Confidential Information and the existence of this Agreement shall be kept in strict confidence as well as the fact that the parties are negotiating a business relation between them.
4.2 The Receiver undertakes and agrees to cause its respective directors, employees, advisors or other persons retained in connection with Project not to use for personal benefits, disclose, communicate or divulge, or use for the direct or indirect benefit of any other person, association, partnership, corporation or other entity the Confidential Information disclosed by the Discloser.  All Confidential Information shall be the sole property of the Discloser, and the Receiver hereby assigns to the Discloser rights it may acquire in such Confidential Information, by whatever means.

5. Limitations
Each party acknowledges that the execution of this Confidentiality Agreement does not guarantee that the other party will enter into or remain in a business relationship with it and each party agrees to be bound by the terms of this Agreement regardless of whether it and the other party are or remain in a business relationship.

6. Return of Confidential Information
Upon the termination or expiration of this Agreement, the Receiver will, upon the request by the Discloser, within ten (10) business days return all such information, including any copies thereof, and cease its use, or, at the request of the Discloser, will promptly destroy the same and certify such destruction to the Discloser.

  
7. Ownership of Result
Any result made by each party hereto, whether intellectual property rights or not, patentable or not, relating to the party’s activities under this Agreement shall be notified to the other party.  The ownership of such result shall be determined upon the consultation between the parties hereto, provided; however, the ownership of the Document shall belong to AAA.

8. Breach
Nothing contained in this Agreement shall prevent a party from claiming for damage against the other party, arising from the other party’s breach of this Agreement.

9. Term
9.1 This Agreement shall become effective as of the Effective Date, and shall be effective for six (6) months, provided, however, the term of this Agreement shall be extension upon the consultation of the parties hereto in writing.
9.2 The Receiver's obligation to keep the Confidential Information in strict confidence shall survive the termination or expiration of this Agreement.

10. Governing Law and Arbitration
This Agreement shall be governed by the laws of Japan.  All disputes, controversies, or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be amicably settled by the parties hereto.  Any matter which cannot be amicably settled between the parties within thirty (30) days of the day such matter is raised will be finally settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association.  The award rendered by the arbitrator(s) shall be final and binding upon the parties hereto.  The language of the arbitration shall be Japanese.

11. Invalidity
In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remaining provisions of this Agreement.

12. Entire Agreement
This Agreement contains the entire understanding by and between the parties hereto respecting the subject matter hereof, and supersedes any and all prior understandings or oral or written agreements between the parties respecting such subject matter.

12． Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and legal representatives.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed and delivered this Agreement on the Effective Date.  Each party shall retain one (1) counterpart.

AAA Company, Ltd. (seal & signature)

BBB Company, Ltd.  (seal & signature)