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MUTUAL NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (hereinafter referred to as AGREEMENT) is made
between Alien Laser Cleaning, Inc. - CEO- Cory Holliman(Mailing Address: PO Box 3, Prairie Hill, TX 76678)
and Chengdu MRJ-Laser Technology Co., Ltd. - General Manager: Diece Feng
(Mailing Address: Bldg 10, No.28, Xinchuang Rd, High-tech West Zone, Chengdu, China, 611731)
(each a Party and jointly the Parties).
The Parties are exploring the possibility of engaging in one or more mutually beneficial
business relationships (hereinafter referred to as BUSINESS RELATIONSHIP). The
Parties recognize that in the course of their discussions to further the BUSINESS
RELATIONSHIP, certain confidential, privileged, and/or proprietary information as well
as certain corporate, commercial, client account, client identity, and/or technological
information, in particular, including but not limited to information regarding intellectual
property (hereinafter referred to as PROPRIETARY INFO) has been disclosed or will be
disclosed in the future by one Party (hereinafter referred to as DISCLOSER) to the other
Party (hereinafter referred to as RECIPIENT).
These Parties acknowledge receipt of good and valuable consideration in support of this
AGREEMENT.
1. RECIPIENT agrees to receive, accept, and maintain the PROPRIETARY INFO in
the strictest confidence and secrecy. RECIPIENT further agrees that s/he or it is legally
authorized to enter into this Agreement, and is not subject to any restriction, agreement,
conflict, or other condition.
2. RECIPIENT shall not disclose, deliver, or reveal the PROPRIETARY INFO to
any person or entity whatsoever, except as approved in writing in advance by
DISCLOSER. RECIPIENT agrees to promptly notify DISCLOSER in writing of any
entity or person to whom the PROPRIETARY INFO is disclosed. RECIPIENT further
agrees to reduce to writing the place of disclosure, the date of disclosure, and the names
of the receiving parties to whom such disclosure was made, and to promptly deliver said
writing to DISCLOSER.
3. RECIPIENT agrees to use the PROPRIETARY INFO only for the purposes of
consultation or collaboration with DISCLOSER and with the cooperation, supervision,
and agreement of DISCLOSER. RECIPIENT is restricted in using the PROPRIETARY
INFO for their own account or any third party’s account indefinitely, understanding that
this PROPRIETARY INFO may be considered confidential work product. RECIPIENT
agrees to only use the PROPRIETARY INFO in connection with any projects,
assignments, and activities for DISCLOSER and/or for evaluation of DISCLOSER.
4. RECIPIENT will carefully restrict access to the PROPRIETARY INFO to those
employees and contractors who clearly need such access for the purposes of this
AGREEMENT. RECIPIENT will advise DISCLOSER in writing each of the individuals
to whom they provide access to the PROPRIETARY INFO that such individuals are
prohibited from (a) disclosing, delivering, or revealing the PROPRIETARY INFO to any
entity or person whatsoever, (b) using the PROPRIETARY INFO for any purpose except
for consultation or collaboration with DISCLOSER, and (c) using the PROPRIETARY
INFO for his/her or its own account.
5. A disclosure will have been deemed to have been disclosed under this
AGREEMENT and included within the PROPRIETARY INFO if (a) when in written
form it is clearly marked “confidential” or otherwise contains or bears an appropriate
legend or label to indicate that it is proprietary and confidential to DISCLOSER, or
would reasonably be regarded as being of a confidential nature or (b) when in oral form,
it is identified at the time of disclosure as proprietary and confidential to DISCLOSER, or
would reasonably be regarded as being of a confidential nature.
6. Information will not be deemed PROPRIETARY INFO and RECIPIENT will
have no obligation with respect to any information that is:
(a) known to RECIPIENT prior to the date of this AGREEMENT and can be shown
through appropriate written documentation not to have been received under this
AGREEMENT; or
(b) now or hereafter becomes publicly known through no wrongful or negligent act of
RECIPIENT; or
(c) rightfully received from a third party legally in possession of the PROPRIETARY
INFO without similar restriction and without breach of this AGREEMENT; or
(d) independently developed by RECIPIENT prior to the date of this AGREEMENT and
evidenced by appropriate written documentation of same; or
(e) approved for release by written authorization of DISCLOSER.
7. If RECIPIENT becomes legally obligated to disclose PROPRIETARY INFO by
any governmental entity with jurisdiction over it, RECIPIENT will give DISCLOSER
prompt written notice to allow DISCLOSER to seek a protective order or other
appropriate remedy. Such notice must include, without limitation, identification of the
information to be so disclosed and a copy of the order. RECIPIENT will disclose only
such information as is legally required and will use its reasonable best efforts to obtain
confidential treatment for any PROPRIETARY INFO that is so disclosed. DISCLOSER
will indemnify and hold harmless the RECIPIENT against any and all liability (including
reasonable attorneys’ fees and other costs of suit) incurred by the RECIPIENT in
connection with any such cooperation with respect to such action by the DISCLOSER.
8. No Warranty. ALL INFORMATION IS PROVIDED ON AN “AS IS” BASIS
AND DISCLOSER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPRIETARY INFO AND HEREBY EXPRESSLY DISCLAIMS
ANY AND ALL IMPLIED WARRANTIES OR WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT. IN NO EVENT SHALL DISCLOSER BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH OR ARISING OUT OF THE USE OF THE PROPRIETARY
INFO OR ANY PORTION THEREOF.
9. All PROPRIETARY INFO remains the exclusive property of DISCLOSER, and
RECIPIENT has no rights, by license or otherwise, to use the PROPRIETARY INFO
except as expressly provided in this AGREEMENT.
10. RECIPIENT will promptly destroy or return all tangible material embodying
PROPRIETARY INFO upon DISCLOSER’S written request.
11. This AGREEMENT will be effective on the date it is signed by the last Party to
sign this AGREEMENT. Unless otherwise earlier terminated, this AGREEMENT
automatically will expire in two (2) years or after the last disclosure is made hereunder;
provided, however, RECIPIENT’S obligations with respect to PROPRIETARY INFO
disclosed or received prior to termination will survive for five (5) additional years
following the termination of this AGREEMENT.
12. RECIPIENT acknowledges that disclosure or use of PROPRIETARY INFO
and/or non-compete in violation of this AGREEMENT could cause irreparable harm to
DISCLOSER for which monetary damages may be difficult to ascertain or an inadequate
remedy. RECIPIENT therefore agrees that DISCLOSER will have the right, in addition
to its other rights and remedies, to seek injunctive relief for any violation of this
AGREEMENT without posting any security bond, or by posting bond at the lowest
amount.
13. RECIPIENT certifies that no PROPRIETARY INFO, or any portion thereof, will
be exported to any country in violation of the United States Export Administration Laws
and Regulations thereunder, or any other applicable export control laws or regulations as
they currently exist and as they may be amended from time to time.
14. This AGREEMENT is subject to the provisions of the Defend Trade Secrets Act
(DTSA). An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that is made in confidence to a
Federal, State, or local government official or to an attorney solely for the purpose of
reporting or investigating a suspected violation of law. An individual shall not be held
criminally or civilly liable under any Federal or State trade secret law for the disclosure
of a trade secret that is made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. An individual who files a lawsuit for
retaliation by an employer for reporting a suspected violation of law may disclose the
trade secret to the attorney of the individual and use the trade secret information in the
court proceeding, if the individual files any document containing the trade secret under
seal; and does not disclose the trade secret, except pursuant to court order.
15. This AGREEMENT does not create a joint venture, partnership, or other formal
business relationship or entity of any kind, or an obligation to form any such relationship
or entity between the Parties.
16. This AGREEMENT will be governed by and construed in accordance with the
laws of the State of Texas, USA without regard to principles of conflict of laws; venue
shall also be in the State of Texas, USA.
17. This AGREEMENT may be executed by the Parties in separate counterparts and
exchanged by facsimile or electronic mail, with the same effect as if all Parties had
signed the same instrument.
18. If any of this AGREEMENT shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid or enforceable. If a court
finds that any provision of this AGREEMENT is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then such a provision will
be deemed to be written, construed, and enforced as so limited.
19. RECIPIENT agrees that this AGREEMENT can only be modified in writing that
is executed by both Parties and that any future oral modification is unauthorized, cannot
be reasonably relied upon, and will have no force or effect. This document constitutes
the complete and final agreement between the Parties.
READ, UNDERSTOOD, AGREED TO & ACCEPTED BY:

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Signed by Cory Holliman
Signed On: December 1, 2024

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December 1, 2024 9:13 pm CST

MUTUAL NON-DISCLOSURE AGREEMENT Uploaded by Cory Holliman - alienlasercleaning@gmail.com IP 172.56.95.118