HOOKAH OEM ODM NON-DISCLOSURE AGREEMENT

HOOKAH OEM/ODM NON-DISCLOSURE AGREEMENT (NDA)

1. THE PARTIES. This Non-Disclosure Agreement, hereinafter known as the “Agreement”,

                        , hereinafter known as “1

st Party”, and Yiwu Youtuo Import & Export Co., Ltd.（UTOP） hereinafter known as

“2

nd Party”, and collectively known as the “Parties”.

WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of

the confidential and proprietary information. The Parties agree as follows:

1. TYPE OF AGREEMENT. (NON-DISCLOSURE AGREEMENT FOR DESIGN OF hookah bag sample)

☐ – Unilateral. This Agreement shall be Unilateral, whereas, 1st Party shall have sole

ownership of the Confidential Information with 2nd Party being prohibited from disclosing

confidential and proprietary information that is to be released by the 1st Party.

☐ – Mutual. This Agreement shall be Mutual, whereas, the Parties shall be prohibited from

disclosing confidential and proprietary information that is to be shared between one another.

III. RELATIONSHIP. The Party A’s relationship to Party B can be described as cooperation for making sample mold for hookahs and Party B’s relationship to Party A can be described as the

factory that will make the production for the first partie.

1. DEFINITION. For the purposes of this Agreement, the term “Confidential Information” shall

include, but not be limited to, documents, records, information and data (whether verbal, electronic

or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing

plans, technical procedures, manufacturing processes, analyses, compilations, studies, software,

prototypes, samples, formulas, methodologies, formulations, product developments, patents

applications, know-how, experimental results, specifications and other business information, relating

to the Party’s business, assets, operations or contracts, furnished to the other Party and/or the other

Party’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course

of their work contemplated in this Agreement, regardless of whether such Confidential Information

has been expressly designated as confidential or proprietary. Confidential Information also includes

any and all, work products, studies and other material prepared by or in the possession or control of

the other Party, which contain, include, refer to or otherwise reflect or are generated from any

Confidential Information.

However, Confidential Information does not include:

(a) information generally available to the public;

(b) widely used programming practices or algorithms;

(c) information rightfully in the possession of the Parties prior to signing this Agreement; and

(d) information independently developed without the use of any of the provided Confidential

Information.

1. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential

Information in the strictest of confidence at all times and to their agents, employees, representatives,

affiliates, and any other individual or entity that is on a “need to know” basis. If any such Confidential

Information shall reach a third (3rd) party, or become public, all liability will be on the Party that is

responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use

the Confidential Information for their sole benefit. If requested, either Party shall be bound to return

any and all materials to the Requesting Party within [#] days.

This Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section II.

1. TIME PERIOD. The bounded Party’s(ies’) duty to hold the Confidential Information in confidence

shall remain in effect until such information no longer qualifies as a trade secret or written notice is

given releasing such Party from this Agreement.

VII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with

respect to the subject matter and supersedes all prior proposals, agreements, representations, and

understandings. This Agreement may not be amended except in writing with the acknowledgment of

the Parties.

VIII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable,

the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.

1. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive

nature of the Confidential Information, any breach of this Agreement would cause irreparable harm

for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall

be entitled to all remedies available at law.

1. GOVERNING LAW. This Agreement shall be governed under the laws in the State of Dongguan,

Guangdong, China – Your company is protected by government laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below.