Confidentiality Agreement

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.