This Confidentiality Agreement ("Agreement") is made between
the Client ("The Client") and CHIKO Shoes
("CHIKO Shoes").
1. Confidential Information.
The Client proposes to disclose certain of its confidential and
proprietary information (the "Confidential Information") to
CHIKO Shoes. Confidential Information shall include
all data, materials, products, technology, computer programs,
specifications, manuals, business plans, software, marketing
plans, financial information, and other information disclosed or
submitted, orally, in writing, or by any other media, to CHIKO Shoes by The Client. Confidential Information
disclosed orally shall be identified as such within five (5)
days of disclosure. Nothing herein shall require The Client to
disclose any of its information.
2. CHIKO Shoes's Obligations.
A. CHIKO Shoes agrees that the Confidential
Information is to be considered confidential and proprietary to
The Client and CHIKO Shoes shall hold the same in
confidence, shall not use the Confidential Information other
than for the purposes of its business with The Client, and shall
disclose it only to its officers, directors, or employees with a
specific need to know. CHIKO Shoes will not
disclose, publish or otherwise reveal any of the Confidential
Information received from The Client to any other party
whatsoever except with the specific prior written authorization
of The Client.
B. Confidential Information furnished in tangible form shall not
be duplicated by CHIKO Shoes except for purposes of
this Agreement. Upon the request of The Client, CHIKO Shoes shall return all Confidential Information received
in written or tangible form, including copies, or reproductions
or other media containing such Confidential Information, within
ten (10) days of such request. At CHIKO Shoes's option,
any documents or other media developed by the CHIKO Shoes containing Confidential Information may be destroyed by
CHIKO Shoes. CHIKO Shoes shall provide a
written certificate to The Client regarding destruction within
ten (10) days thereafter.
3. Term.
The obligations of CHIKO Shoes herein shall be
effective from the date The Client last discloses any
Confidential Information to CHIKO Shoes pursuant to
this Agreement. Further, the obligation not to disclose shall
not be affected by bankruptcy, receivership, assignment,
attachment or seizure procedures, whether initiated by or
against CHIKO Shoes, nor by the rejection of any
agreement between The Client and CHIKO Shoes, by a
trustee of CHIKO Shoes in bankruptcy, or by the
CHIKO Shoes as a debtor-in-possession or the
equivalent of any of the foregoing under local law.
4. Other Information.
CHIKO Shoes shall have no obligation under this
Agreement with respect to Confidential Information which is or
becomes publicly available without breach of this Agreement by
CHIKO Shoes; is rightfully received by CHIKO Shoes without obligations of confidentiality; or is
developed by CHIKO Shoes without breach of this
Agreement; provided, however, such Confidential Information
shall not be disclosed until thirty (30) days after written
notice of intent to disclose is given to The Client along with
the asserted grounds for disclosure.
5. No License.
Nothing contained herein shall be construed as granting or
conferring any rights by license or otherwise in any
Confidential Information. It is understood and agreed that
neither party solicits any change in the organization, business
practice, service or products of the other party, and that the
disclosure of Confidential Information shall not be construed as
evidencing any intent by a party to purchase any products or
services of the other party nor as an encouragement to expend
funds in development or research efforts. Confidential
Information may pertain to prospective or unannounced products.
CHIKO Shoes agrees not to use any Confidential
Information as a basis upon which to develop or have a third
party develop a competing or similar product.
6. No Publicity.
CHIKO Shoes agrees not to disclose its participation
in this undertaking, the existence or terms and conditions of
the Agreement, or the fact that discussions are being held with
The Client.
7. Governing Law and Equitable Relief.
This Agreement shall be governed and construed in accordance
with the laws of People’s Republic of China.
8. Final Agreement.
This Agreement terminates and supersedes all prior
understandings or agreements on the subject matter hereof. This
Agreement may be modified only by a further writing that is duly
executed by both parties.
9. No Assignment.
CHIKO Shoes may not assign this Agreement or any
interest herein without The Client's express prior written
consent.
10. Severability.
If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this
Agreement, including all of the remaining terms, will remain in
full force and effect as if such invalid or unenforceable term
had never been included.
11. Notices.
Any notice required by this Agreement or given in connection
with it, shall be in writing and shall be given to the
appropriate party by personal delivery or by certified mail,
postage prepaid, or recognized overnight delivery services.
12. No Implied Waiver.
Either party's failure to insist in any one or more instances
upon strict performance by the other party of any of the terms
of this Agreement shall not be construed as a waiver of any
continuing or subsequent failure to perform or delay in
performance of any term hereof.
