Mutual Non-Disclosure & Confidentiality Agreement (NDA)

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Mutual Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of the date of the last signature below (the "Effective Date"), by and between:

(1) The Disclosing / Receiving Party (Buyer)
Company / individual name:   [ BUYER FULL LEGAL NAME (ENGLISH + CHINESE IF APPLICABLE) ]
Registered address:   [ BUYER STREET ADDRESS, CITY, COUNTRY ]
Contact person & title:   [ FULL NAME, TITLE ]
Email:   [ EMAIL ]

and

(2) The Disclosing / Receiving Party (Agent)
Yiwu Yichu Trading Co., Ltd., also operating under the brand name "Yeatru Sourcing" and for international banking purposes as "YIWU ETRUE TRADING CO., LTD.", a limited liability company lawfully registered under the laws of the People's Republic of China, with its principal place of business at NO.188 Shangcheng Ave, Yiwu, Zhejiang 322000, P.R.China (registration number   [ CHINESE UNIFIED SOCIAL CREDIT CODE – TO BE COMPLETED BY YEATRU ]), represented by its Founder and Managing Director Neil Liu, contact email info@yeatru.com, WhatsApp +86 159 8851 6408.

Each party is a "Party" and together the "Parties".

RECITALS

(A) The Parties intend to discuss, evaluate and potentially cooperate on one or more China-based product sourcing, OEM, private-label, design, packaging, logistics and/or QC projects (the "Purpose").

(B) In the course of evaluating and/or performing the Purpose, each Party may disclose or make available to the other certain non-public, proprietary and commercially sensitive information.

(C) The Parties wish to protect the confidentiality of such information on a mutual, non-exclusive basis, and without limiting either Party's existing or future right to develop, source, buy, sell or license any product, technology, service or business concept of its own, whether similar to or different from those described in the Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any non-public information (whether written, oral, electronic, visual, or in any other tangible or intangible form) disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), directly or indirectly, which is marked "confidential" (or a similar marking) or which a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation:

1. product specifications, drawings, CAD files, colour codes, size charts, BOMs, prototypes, samples (physical or digital), artwork, packaging design, and private mould designs;
2. brand identity, brand guideline documents, trademark applications, trade dress, domain names, social media handles, storefront URLs (Amazon, TikTok, Shopify, etc.), and go-to-market launch dates;
3. pricing information including target costs, FOB and landed cost targets, retail price points, promotional budgets, supplier blacklists, and negotiated factory prices;
4. business plans, sales forecasts, customer and end-user lists, traffic data, conversion data, marketing strategy, and roadmap information;
5. the Disclosing Party's supplier contact list, factory names, QC checklists, audit reports, internal scorecards, and pricing algorithms;
6. any Proforma Invoice, contract, commission structure, and any commercial terms of a sourcing project;
7. the existence and content of any discussions, negotiations or meetings between the Parties, whether or not they result in a signed contract;
8. any information that is identified, at the time of disclosure, in writing (including email) as being subject to this Agreement.

Confidential Information does not include any information that the Receiving Party can demonstrate, by written evidence: (a) was in the public domain at the time of disclosure, or subsequently enters the public domain through no wrongful act of the Receiving Party; (b) was already rightfully in the possession of the Receiving Party without confidentiality restriction prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by employees, contractors or agents of the Receiving Party who had no access to the Confidential Information, as evidenced by contemporaneous written records.

2. Obligations of the Receiving Party

For a term of five (5) years from the date the Confidential Information is first disclosed, the Receiving Party shall:

1. use the Confidential Information solely for the Purpose and for no other purpose whatsoever;
2. protect the Confidential Information using the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care;
3. limit disclosure of the Confidential Information strictly to those of its officers, directors, employees, legal counsel, auditors, consultants and approved subcontractors who have a bona fide need-to-know for the Purpose and who are bound by written obligations of confidentiality at least as protective as those set out in this Agreement. The Receiving Party remains fully liable for any breach committed by any of the foregoing persons;
4. not copy, reverse engineer, decompile, disassemble, scrape, publish, post online, distribute or transmit the Confidential Information except as strictly necessary for the Purpose;
5. promptly notify the Disclosing Party in writing of any actual or suspected unauthorised disclosure or use of which it becomes aware, and take all reasonable steps (at the Disclosing Party's reasonable request and cost) to prevent or stop any such unauthorised disclosure or use.

3. Compelled Disclosure

If the Receiving Party is legally compelled by a court of competent jurisdiction, governmental body or stock exchange to disclose any Confidential Information, it shall, to the extent legally permissible: (a) promptly provide the Disclosing Party with prior written notice (at least 5 business days before disclosure) so that the Disclosing Party may seek a protective order or other appropriate remedy; and (b) disclose only that portion of the Confidential Information that is legally required to be disclosed, and exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded to the Confidential Information so disclosed.

4. No Licence; No Warranty; No Obligation to Proceed

1. Nothing in this Agreement grants any licence, assignment, transfer of ownership, or other right whatsoever in or to any Confidential Information, trademark, patent, copyright, trade secret or other intellectual property right, except the limited right to use the Confidential Information solely for the Purpose, which right terminates upon expiry or termination of this Agreement.
2. All Confidential Information is provided "AS IS", without warranty of any kind, express or implied, including as to accuracy, completeness, merchantability, fitness for a particular purpose or non-infringement. The Disclosing Party bears no liability for any use the Receiving Party makes of the Confidential Information except to the extent caused by the Disclosing Party's own fraud or wilful misconduct.
3. Neither Party is under any obligation, by virtue of this Agreement alone, to enter into any further agreement, to proceed with the Purpose, to purchase goods or services from the other, or to disclose any particular Confidential Information. Either Party may decide, at any time and for any reason, not to proceed with discussions, without liability, except for the confidentiality obligations which survive.

5. Return or Destruction of Materials

Within ten (10) business days of either Party's written request, or upon the expiry or termination of discussions relating to the Purpose (whichever occurs first), the Receiving Party shall (at the Disclosing Party's written option) either (a) permanently return all physical and electronic copies of the Confidential Information to the Disclosing Party, or (b) permanently and irreversibly destroy them, and in either case provide a signed certificate of destruction (or return confirmation, as applicable) to the Disclosing Party within a further 5 business days. The Receiving Party may retain (i) one (1) archival copy stored in an offline encrypted backup solely to the extent required by mandatory law or professional accounting rules, and (ii) any copies that are automatically stored in disaster-recovery systems that cannot reasonably be deleted; such copies remain subject to the confidentiality obligations of this Agreement for the full term.

6. Remedies / Irreparable Harm

The Parties acknowledge and agree that any breach or threatened breach of this Agreement may cause the Disclosing Party immediate, substantial and irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled, without having to post any bond or other security and without proof of actual damages, to seek injunctive relief, specific performance and any other form of equitable relief in any court of competent jurisdiction, in addition to all other rights and remedies available to it at law or in equity.

7. Term; Survival

This Agreement commences on the Effective Date and continues in full force and effect for the longer of (a) the 5-year confidentiality period specified in §2, or (b) until the Purpose is completed or abandoned, save that the following clauses survive any expiry or termination indefinitely: §1 (Definition), §3 (Compelled Disclosure), §5 (Return / Destruction), §6 (Remedies), §7 (Survival), §8 (Governing Law), and §9 (Miscellaneous).

8. Governing Law and Dispute Resolution

1. This Agreement is governed by and construed in accordance with the laws of the People's Republic of China, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna 1980) is expressly excluded.
2. Any dispute, controversy or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, termination or enforceability, shall first be submitted to good-faith negotiation between the signatories of the Parties for a period of thirty (30) calendar days from the date the notice of dispute is delivered.
3. If not resolved within that period, the dispute shall be finally settled under the Rules of Arbitration of the Yiwu Arbitration Commission (义乌仲裁委员会), which Rules are deemed to be incorporated by reference into this clause. The seat of arbitration shall be Yiwu, Zhejiang Province, P.R.China. The number of arbitrators shall be one (1). The language of the arbitration proceedings shall be English; the Parties may, by mutual written consent, agree to Mandarin Chinese as the language. The arbitral award shall be final and binding upon the Parties, and enforceable in any court of competent jurisdiction under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958) or any other applicable treaty.
4. Notwithstanding the foregoing, either Party may, without breach of this arbitration clause, seek interim or conservatory measures (including attachment orders, freezing injunctions, anti-suit injunctions and orders for the preservation of evidence) from any court of competent jurisdiction pending the constitution of the arbitral tribunal or where the arbitral tribunal lacks power to grant effective interim relief.

9. Miscellaneous

1. Notices. Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and delivered by email (with read receipt or confirmation of delivery), by registered airmail, or by internationally recognised courier service (DHL, FedEx, UPS) to the addresses set out above. Notices by email are deemed received on the next business day following successful transmission. Notices by courier or registered mail are deemed received on the date shown on the recipient's signed delivery receipt.
2. Assignment. Neither Party may assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, except that Yeatru Sourcing may assign this Agreement (without consent) to (i) a wholly owned subsidiary or parent company, or (ii) a successor-in-business to substantially all of its assets or operations, in either case upon 15 days' email notice.
3. Severability. If any provision (or part of a provision) of this Agreement is declared by a court of competent jurisdiction or arbitrator to be unlawful, invalid or unenforceable, the validity or enforceability of the remaining provisions (or the remainder of the provision in question) shall not be affected and shall continue in full force and effect, and the offending provision shall be deemed replaced by a valid, lawful and enforceable provision that comes closest to expressing the original intention of the Parties.
4. No partnership, agency or joint venture. Nothing in this Agreement shall be construed as creating a partnership, joint venture, franchise or agency relationship between the Parties, and neither Party shall hold itself out as agent or partner of the other.
5. Waiver; entire agreement. No delay or omission by either Party in exercising any right or remedy shall operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise or the exercise of any other right or remedy. This Agreement (including any annexes, schedules and exhibits hereto) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral or written understandings, representations, arrangements, letters of intent and memoranda of understanding between the Parties relating to the same subject matter.
6. Counterparts; electronic signatures. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. A signature delivered by PDF, PNG/JPEG scan, or any electronic signature platform (DocuSign, Adobe Sign, e签宝, HelloSign) shall be deemed valid and binding for all purposes, with the same force and effect as an original handwritten signature.
7. Language. The English-language text of this Agreement is the authentic and binding version. Any translation into another language (including, without limitation, Simplified Chinese, Spanish, French, Russian or Arabic) is provided for convenience only and shall not be admissible to interpret, vary or supplement the English-language text in any dispute, arbitration or legal proceeding.

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IN WITNESS WHEREOF, the Parties have executed this NDA on the dates written below.