Mutual Non-Disclosure AgreementBetweenHUAWEI TECHNOLOGIES CO., LTD.AndLexmarkAgreement No:Mutual Non-Disclosure AgreementEffective Date:This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into between the two parties hereunder:Huawei Technologies Co., Ltd., a company incorporated under the laws of P.R.China, with its business office at Huawei Industrial Base, Long Gang district, Shenzhen 518129 P. R. China.Lexmark China Address: Unit 604,a company incorporated under the laws of with its business office atNo.227 North Huangpi Rd , Central Plaza, Shanghai China, 200003.A party disclosing confidential information and a party receiving confidential information are hereafter referred to as "Discloser" and "Recipient" respectively, both of them are referred to as "parties" collectively.In consideration of the mutual promises and covenants contained in this Agreement and the disclosure of Confidential Information, the Parties hereto agree as follows:1. Definition of Confidential Information1.1. Confidential Information: means information including, without limitation, all nonpublic informationrelating to business plans or practices, financial or technical matters, trade secrets, designs, know-how, inventions, operations, the marketing or promotion of product, business and information received from others that Discloser is obligated to treat as confidential and any other information received or acquired by Recipient from the Discloser in the course of exploring the possible business relationship, in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked asconfidential or its equivalent.1.2. The Confidential Information shall be disclosed in written form and marked "CONFIDENTIAL", with thename of the Discloser and the date of disclosure. If the Confidential Information is initially disclosed orally, it shall be reduced to written form by the Discloser (including the date of the oral disclosure and name of the Discloser) and presented or mailed to the Recipient within fifteen (15) days of the first oral disclosure.2. Exclusion of Confidential InformationConfidential Information shall not include any information, however designated, that:2.1. Is or subsequently becomes publicly available through no wrongful act of the Recipient;2.2. Is already known to the Recipient at the time of disclosure, without a duty of confidentiality;2.3. Is rightfully received by the Recipient from a third party without restriction on disclosure and withoutbreach of this Agreement;2.4. Is independently developed by Recipient and without the use of any of the Confidential Information;2.5. Is explicitly approved for release by written authorization of Discloser.3. Limitation to useRecipient agrees to accept Discloser's Confidential Information solely for use in connection with Recipient's business discussions with Discloser. Recipient should:3.1. Refrain from reverse engineering, decompiling or disassembling Confidential Information.3.2. Not disclose, publish, distribute or disseminate Confidential Information to anyone other than those of itsemployees with a need to know in pursuance of Recipient's business relationship with Discloser.3.3. Agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect itsown confidential and proprietary information of similar importance, to prevent the unauthorized use,disclosure, publication and dissemination of Confidential Information.3.4. Agrees not to use Confidential Information otherwise for its own or any third party's benefit without theprior written approval of an authorized representative of Discloser.3.5. Upon the first request of Discloser, Recipient shall return all originals, copies, reproductions and summariesof all Confidential Information which were, at any time, in the possession of and all materials (in anymedium) which contain or embody Confidential Information.4. Mandatory Disclosure ExemptionRecipient may disclose Confidential Information in accordance with a judicial or other governmental order, provided that Recipient either:4.1. Gives the undersigned Discloser representative reasonable notice prior to such disclosure to allow Discloserhaving a reasonable opportunity to seek a protective order or equivalent;4.2. Obtains written assurance from the applicable judicial or governmental entity that it will afford theConfidential Information the highest level of protection under applicable law or regulation.5. Non-publish the cooperationBoth parties acknowledge that the cooperation is high Confidential Information. In no event shall either party disclose partly or wholly any information related to the cooperation to public or any third party. Without the other party’s prior written consent, neither party shall identify the other party as a customer or partner in any publications or statements.6. Obligation to Maintain ConfidentialityConfidential Information defined in this Agreement shall be kept as Confidential Information till to the time, when the Confidential Information has already needn’t to be kept as Confidential Information according to theClause 2 “Exclusion of Confidential Information”, and not consider the termination or expiration of this Agreement or the cooperation between the parties.7. No Rights GrantedAll Confidential Information is and shall remain the property of Discloser. Nothing in this Agreement shall be construed as granting any expressed or implied rights under any patent, copyright or other intellectual property right of either party, nor shall this Agreement grant either party any express or implied rights in or to the other party's Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship.8. No WarrantyUnless otherwise agreed by Discloser and Recipient, all such Confidential Information is provided "AS IS" without warranty of any kind, and Recipient agrees that neither Discloser nor its suppliers shall be liable for any damages whatsoever arising from or relating to Recipient's use or inability to use such Confidential Information.9. RemediesDiscloser and Recipient both agree that its obligations set forth in this Agreement are necessary and reasonable in order to protect the disclosing party and its business. Both parties expressly agree that due to the unique nature of the Discloser's Confidential Information, monetary damages would be inadequate to compensate the Discloser for any breach by the Recipient of its covenants and agreements set forth in this Agreement. Accordingly, Discloser and Recipient both agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled:9.1. To obtain injunctive relief against the threatened breach of this Agreement or the continuation of any suchbreach by the Recipient, without the necessity of proving actual damages;9.2. To be indemnified by the Recipient from any loss or harm, including, without limitation, attorney's fees,arising out of or in connection with any breach or enforcement of the Recipient's obligations under this Agreement or the unauthorized use or disclosure of the Discloser's Confidential Information.10. Entire Agreement and AmendmentThis Agreement is the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements and representations, whether oral or written, express or implied. No alterations or modifications of this Agreement will be binding upon either Party unless made in writing and signed by an authorized representative of each Party.11. SeveranceIf any term in this Agreement is found by competent judicial authority to be unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does not materially affect the parties' rights under this Agreement.12. WaiverFailure of either Party to insist upon the performance of any term, covenant, or condition in this Agreement, or to exercise any rights under this Agreement, will not be construed as a waiver or relinquishment of the future performance of any such term, covenant, or condition, or the future exercise of any such right, and the obligation of each Party with respect to such future performance will continue in full force and effect.13. Applicable LawThis Agreement shall be governed by and construed in accordance with the laws of the Hong Kong, without reference to its choice of law rules.14. ArbitrationAny dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration proceedings shall be conducted in English.15. AffiliatesExcept as otherwise indicated in this Agreement, Supplier and Recipient are also include their Affiliates. “Affiliate”, shall mean any company or other entity which, directly or indirectly, controls the Party or is controlled by the Party or is under common control with the Party.16. Effectiveness and Counterparts16.1. This Agreement shall come into effective from the effective date as acknowledged above, till it’sterminated according to this Agreement. This Agreement shall restrict all the activities of disclosing or using Confidential Information after of before this Agreement has been signed be the parties. ThisAgreement shall remain in effect until terminated by either party upon thirty (30) days prior written notice to the other party.16.2. This Agreement may be executed in two (2) counterparts, one (1) for each party, which shall be deemed tohave equal effect.Huawei (Seal): HUAWEI TECHNOLOGIES The other party (Seal):Lexmark CO., LTD.Authorized representative’s Authorized representative’s (neatly written):(neatly written):Signature:Signature:Authorized representative’s Title:Authorized representative’s Title:Date:Date:。