2021_0001

NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement ("Agreement"), made and entered into as of the last date of execution by and between ABC Group Corporation Li mited, having an office and place of business at XXX Street, XXX District, XXX, China XXX, (hereinafter referred to as "ABC") and ZYZ, having an office and place of business at --------, (hereinafter referred to as "ZYZ").

ABC and ZYZ may also hereinafter be referred to individually as a "party" or collectively as the "parties".

WITNESSETH THAT:

WHEREAS, ABC is willing to provide ZYZ with certain data and information from time to time, relating to: any ABC Engine Components received from ABC or an authorized third party in conjunction with a proposed or existing business relationship with ABC for the manufacture of parts or quotation on potential manufacture parts on any ABC engines components under the conditions hereinafter set forth;

and

WHEREAS, ZYZ is willing to provide ABC with certain data and information from time to time, relating to: manufacture engine parts during quote or manufacture of ABC Engine parts or components under the conditions hereinafter set forth; and

NOW THEREFORE, the parties hereto agree as follows:

1. PROPRIETARY INFORMATION

All data, knowledge, and information disclosed or delivered pursuant to this Agreement, including without limitation all oral, visual, and machine-readable manifestations, identified with an appropriate legend, marking, stamp or other written identification at the time of disclosure or delivery (or subsequently identified in writing within thirty (30) days thereafter) as proprietary or competition sensitive, shall be treated by the receiving party as proprietary.

2. STANDARD OF CARE

The Parties each agree that Proprietary Information will not be disclosed to others and will be treated by the receiving party with the same degree of care with which the receiving party treats and protects its own proprietary

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information against public disclosure but with no less than reasonable care, for a period of ninety-nine (99) year(s) from the date of receZYZ.

3. ALLOWABLE USE OF PROPRIETARY INFORMATION

The receiving party may use proprietary information disclosed or delivered hereunder only for the purpose of a proposed or existing business relationship with ABC for the manufacture of ABC Engine parts or quotation on potential manufacture ABC Engine parts; and may disclose such proprietary information only to those of its employees, officers and directors as may be reasonably necessary to carry out such purpose. Employees of ABC shall include employees of the XXX ABC Group Corporation Li mited and all subsidiaries that report administratively to XXX ABC Group Corporation Li mited, as well as employees of contract labor companies that provide temporary technical and administrative services for ABC provided said employees are under an obligation to hold such information in confidence under terms and conditions at least as restrictive as the terms and conditions of this Agreemen t. Notwithstanding anything herein to the contrary, neither party may use the Proprietary Information of the other for any other purpose, including without limitation to design, manufacture or repair spare or replacement part s for either party’s products, to compare such parts to one another or to designs of such parts, or to obtain FAA Parts Manufacturer Approval or other government approval to manufacture such parts, without the disclosing p arty’s express written consent.

4. RELEASE TO THIRD PARTIES

Except as contemplated in paragraph 3 above, the receiving party shall not, for any purpose or under any circumstance, whether intentional, inadvertent, or otherwise, disclose such proprietary information to any third party without prior express written consent from the disclosing party.

5. EXCLUDED INFORMATION

This Agreement shall not affect the right of the receiving party to use and/or disclose information which:

5.1 is in the public domain at the time of disclo sure, or is subsequently made

available to the general public through no fault of the receiving party, or

5.2 was known to the receiving paπy at the time of disclosure, by other than

disclosure by the disclosing party, or

5.3 becomes known to the receiving party without similar restrictions as to its

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