Confidentiality

First Gabion Confidentiality Agreement

— Client Name —

This Confidentiality Agreement  is made between — located at — hereafter refers to “–” and First Gabion Inc Locate at Suite 11F, Bldg 29, Meilin 1st Villa, Shenzhen, P.R.China, refers to “FIRST GABION” hereafter.

In consideration of certain transactions to be entered into between — and FIRST GABION in relation to products sourcing (“Purpose”), including the supply or disclosure of certain information by — to FIRST GABION, FIRST GABION agrees to the following terms and conditions:

1. CONFIDENTIAL AND PROPRIETARY NATURE OF THE INFORMATION

FIRST GABION acknowledges the confidential and proprietary nature of the Confidential Information (as defined below) and agrees to hold and keep the same subject to the terms and conditions of this Agreement.

2. CONFIDENTIAL INFORMATION

As used in this Agreement, the term “Confidential Information” means and includes any and all of the following whether in oral, written or electronic form, which is disclosed pursuant to the Purpose:

(1)     trade secrets concerning the business and affairs of — (and its customers), product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, customer segmentation, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, composition, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information); and

(2)     information concerning the business and affairs of — (and its customers)(which  includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, and personnel training techniques and materials, however documented, that has been or may hereafter be provided or shown to FIRST GABION by —  or by the directors, officers, employees, agents, consultants, advisors, or other representatives including legal counsel, accountants and financial advisors (the “Representatives“) of — or is otherwise obtained from review of Company documents or property or discussions with Company Representatives by FIRST GABION or FIRST GABION’s Representatives (including current or prospective financing sources) or Representatives of FIRST GABION’s Representatives irrespective of the form of the communication, and also includes all notes, analyses, compilations, studies, summaries, and other material prepared by FIRST GABION or FIRST GABION’s Representatives containing or based, in whole or in part, on any information included in the foregoing; and

(3) any research results and products developed based on the Confidential Information.

3. PROPRIETARY RIGHTS

FIRST GABION acknowledges that FIRST GABION shall have no proprietary or like right or interest in any of the Confidential Information and any research results and products developed based on the Confidential Information.  All such proprietary rights and interests belong to — .  FIRST GABION shall not launch or develop or make available to anybody any services/products based on the Confidential Information or any products in a nature similar to the products anticipated in this Agreement.

4. RESTRICTED USE OF CONFIDENTIAL INFORMATION; AGREEMENT NOT TO TRADE

FIRST GABION agrees that the Confidential Information (a) will be kept confidential by FIRST GABION and FIRST GABION’s Representatives and (b) without limiting the foregoing, will not be disclosed by FIRST GABION or FIRST GABION’s Representatives to any person except with the specific prior written consent of SH or except as expressly otherwise permitted by the terms of this Agreement. It is understood that FIRST GABION may disclose Confidential Information only to those of FIRST GABION’s Representatives who (i) require such material for the purpose anticipated in this Agreement (but to the extent practicable, only such part that is so required), and (ii) are informed by FIRST GABION of the confidential nature of the Confidential Information and the obligations of this Agreement and agree to be bound by the same to the same extent as FIRST GABION.  FIRST GABION further agrees that FIRST GABION and FIRST GABION’s Representatives will not use any of the Confidential Information for any reason or purpose other than those anticipated in this Agreement and will not use any of the Confidential Information in any way detrimental to SH. FIRST GABION also agrees to be responsible for enforcing the terms of this Agreement as to FIRST GABION’s Representatives and the confidentiality of the Confidential Information and to take such action, legal or otherwise, to the extent necessary to cause them to comply with the terms and conditions of this Agreement and thereby prevent any disclosure of the Confidential Information by any of FIRST GABION’s Representatives (including all actions that FIRST GABION would take to protect its own trade secrets and confidential information).

5. LEGAL PROCEEDINGS

If FIRST GABION or any of FIRST GABION’s Representatives are requested or become legally compelled (by written questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure that is prohibited or otherwise restricted by this Agreement, FIRST GABION or such of FIRST GABION’s Representative, as the case may be, shall provide — with prompt notice of such request so that it may seek an appropriate protective order or other appropriate remedy.

6. RETURN OF CONFIDENTIAL INFORMATION

If so requested by  — , (a) FIRST GABION (i) shall promptly deliver to SH all documents or other materials furnished by SH or any Company’s Representatives to FIRST GABION or FIRST GABION’s Representatives constituting Confidential Information, together with all copies and summaries thereof in the possession or under the control of FIRST GABION or FIRST GABION’s Representatives, and (ii) shall promptly destroy or delete copies of the Confidential Information stored in electronic form as well as all materials generated by FIRST GABION or FIRST GABION’s Representatives that include or refer to any part of the Confidential Information, without retaining a copy of any such material or (b) alternatively, if SH requests or gives its prior written consent to FIRST GABION’s request, FIRST GABION shall destroy all documents or other matters constituting Confidential Information in the possession or under the control of FIRST GABION or FIRST GABION’s Representatives. Upon compliance of the above, FIRST GABION shall confirm in writing to — that the obligations under this clause have been fully discharged by FIRST GABION and FIRST GABION’s Representatives (such confirmation must include a list of the materials destroyed).

7. REPRESENTATIONS & WARRANTIES

Neither — nor its Representatives make any representation or warranty (express or implied) concerning the completeness or accuracy of the Confidential Information, except pursuant to representations and warranties that may be made to FIRST GABION in a definitive agreement for a transaction if, when, and as executed and subject to such limitations and restrictions as may be specified therein.

Each of the parties hereto represents and warrants to the other party that it has obtained all necessary approvals, consents or authorisations as may be applicable in order to ensure that this Agreement when executed will become legally valid, binding and enforceable against itself.

8. REMEDIES

FIRST GABION agrees to indemnify and hold — and its Representatives harmless from any damages, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity on a full indemnity basis) arising out of or resulting from any unauthorized use or disclosure by FIRST GABION or any of FIRST GABION’s Representatives of the Confidential Information or other violation of this Agreement. In addition, because an award of money damages (whether pursuant to the foregoing sentence or otherwise) would be inadequate for any breach of this Agreement by FIRST GABION or FIRST GABION’s Representatives and any such breach would cause — irreparable harm, FIRST GABION also agrees that, in the event of any breach or threatened breach of this Agreement, —  will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to –.

9. MISCELLANEOUS

(1)             Modification. The agreements set forth in this Agreement may be modified or waived only by a separate writing signed by SH and FIRST GABION expressly modifying or waiving such agreements.

(2)             Termination or Expiration. FIRST GABION agrees that the obligations of FIRST GABION and FIRST GABION’s Representatives under this Agreement shall survive the termination or expiration of this Agreement.

(3)             Person. The term “person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental body.

(4)             Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. If any of the covenants or provisions of this letter agreement are determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the court making such determination shall reduce such extent, duration, scope or other provision and enforce them in their reduced form for all purposes contemplated by this Agreement.

(5)                            Costs. FIRST GABION agrees that if it is held by any court of competent jurisdiction to be in violation, breach, or nonperformance of any of the terms of this Agreement, then it will pay all costs of such action or suit, including the attorneys’ fees on full indemnity basis.

(6)             Section Headings, Construction. The headings of Sections in this letter agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this letter agreement unless otherwise specified. All words used in this letter agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

(7)             Governing Law. This Agreement will be governed by the laws of the People’s Republic of China. The parties agree to submit to the  jurisdiction of the  Courts at the location of SH .

(8)             Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this letter agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement.