保密协议(英文版本)

MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made and entered into this day of (the “Effective Date”) by and between ,Company Registration No. , of (“”)., and, Company Registration No. ,

of(“”) , individually referred to as a “Party” and collectively referred to as the “Parties”.

WHEREAS, the Parties may disclose to each other certain Confidential Information (as defined in Section 1 hereof) in order to evaluate the possibility of entering into the following agreement (hereinafter, such evaluation shall be referred to as the “Evaluation”);

Agreement with regard to discussing co-operation possibility regarding mobile game development/publishing in the People’s Republic of China and in the Southeast Asian territories.

and

WHEREAS, each Party agrees to keep the other Party’s Confidential Information in confidence in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITION

1.1 For the purpose of this Agreement, the following capitalized words shall be defined as follows:

(1) “Affiliates” means any corporation or other legal entity in which either Party

hereto have an interest which secure 50% or more of the owner's accumulated

voting power. It shall also mean any corporation or legal entity in which the

parent of either Party hereto either solely or jointly with one or more affiliated

companies control 50% or more of the owner's accumulated voting power and

in the case of a party;

(2) “Confidential Information” means any and all information (whether technical

or business or otherwise) concerning, owned or controlled by a Party and/or

its Affiliates, oral or tangible, embodied or fixed on any medium, which

medium includes but is not limited to, writing, facsimile, email, photograph,

video tape, equipment, sample, CD-ROM, and which is:

(a) marked “CONFIDENTIAL”, “PROPRIETARY” or with a similar legend; or

(b) if disclosed orally or in other intangible form, designated as confidential at

the time of disclosure, and/or a document describing the contents and the date

of disclosure thereof are sent to Recipient (as defined hereinbelow) within ten

(10) days after such disclosure.

(3) “Discloser”means the Party that discloses Confidential Information to the

other Party.

(4) “Recipient” means the Party that receives Confidential Information from the

other Party.

1.2 Notwithstanding paragraph (1) of Section 1.1 hereinabove, Confidential Information shall not include any information which Recipient can prove:

(1) was publicly known when Recipient received it;

(2) becomes publicly known through no fault of Recipient;

(3) was already known to Recipient (as properly evidenced) when Recipient

received it without a duty of confidentiality;

(4) is independently developed by Recipient without use of Confidential

Information; or

(5) is rightfully obtained by Recipient from a third party without a duty of

confidentiality.

2. CONFIDENTIALITY

2.1 Recipient shall maintain Discloser’s Confidential Information in confidence and shall not disclose or disseminate it to a third party. Recipient may disclose Discloser’s Confidential Information only to its directors and employees who need to know it to carry out the Evaluation. Recipient shall treat Discloser’s Confidential Information with the same degree of care with which it treats its own confidential information of like importance, but no less than reasonable care, and shall take reasonable precautions for its safe custody.

2.2 Notwithstanding Section 2.1 above, in the event Recipient has obtained prior written approval of Discloser, Recipient may disclose Discloser’s Confidential Information to a third party. In such event, Recipient shall impose the same obligations as those imposed on it hereunder to such third party and shall be responsible to Discloser for the observance of such obligations by such third party.

3. NO USE FOR OTHER PURPOSES

Recipient shall not use Discloser’s Confidential Information for any purpose other than the purpose of Evaluation, nor disassemble, decompile, reverse engineer, or take any other steps to derive a source code from Discloser’s Confidential Information without the prior written approval of Discloser.

4. RESTRICTION ON REPRODUCTION

Recipient shall not make copies of Discloser’s Confidential Information, provided however that, with the prior written approval of Discloser, Recipient may make copies thereof in the limited quantity approved by Discloser. Recipient shall treat such copies in the same manner that Recipient treats Discloser’s Confidential Information.

5. DISCLOSURE UNDER OPERATION OF LAW

Notwithstanding anything to the contrary contained in this Agreement, Recipient is permitted to disclose Discloser’s Confidential Information that are required to be disclosed by law, rule (including but not limited to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited), regulation, regulatory authority, any stock exchange or other applicable administrative, governmental or judicial order provided that in the event Recipient is required to disclose such

Discloser’s Confidential Information , Recipient shall to the extent permitted by law, rule (including but not limited to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) and regulation provide Discloser with prompt prior written notice of such requirement so that Discloser may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, or if Discloser waives in writing compliance with the terms hereof, Recipient agrees to furnish only that portion of the information which Recipient is advised by written opinion of counsel that is legally required and to exercise reasonable efforts to obtain confidential treatment of such information.

6. NO LICENSE

Nothing in this Agreement is intended to assign or license to Recipient any patents, utility models, trademarks, designs, copyrights and any other intellectual property rights pertaining to Discloser’s Confidential Information owned or controlled by Discloser. 7. RETURN OR DESTRUCTION

All Discloser’s Confidential Information shall be and shall remain the property of the Discloser. In the event the Evaluation or this Agreement is terminated, or upon Discloser’s request, Recipient shall as soon as possible return Discloser’s Confidential Information to Discloser or destroy it in accordance with Discloser’s directions.

8. REMEDY

In the event Recipient breached this Agreement, Discloser may claim against Recipient for damages incurred by Discloser arising from such breach. Further, Recipient agrees and acknowledges that the release and/or dissemination of Discloser’s Confidential Information in violation of this Agreement will cause irreparable harm for which Discloser may not be fully or adequately compensated by recovery of monetary damages alone. Accordingly, in addition to any other remedy available at law, Discloser shall be entitled to injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Recipient without the necessity of proving actual damages.

9. TERM

9.1 The term of this Agreement shall commence on the Effective Date and continue for a period of two (2) year starting from the Effective Date, or until the Evaluation is terminated, whichever is earlier.

9.2 The obligations imposed on Recipient hereunder shall survive the termination of this Agreement.

10. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed as to all matters, including validity, construction and performance, by and under the laws of Hong Kong, and all disputes, controversies, or differences that may arise between the Parties hereto, in relation to or in connection with this Agreement shall be settled and resolved exclusively by binding arbitration to the Hong Kong International Arbitration Center (“HKIAC”) in accordance with the Rules of HKIAC for the time being in force. The Arbitration proceedings shall be conducted in Hong Kong. The language to be used in the arbitration procedure shall be

in English. The arbitral award shall be substantiated in writing and be final as binding the parties.

11. NO WARRANTY AND LIABILITY

Discloser does not warrant the accuracy and correctness of its Confidential Information. IN NO EVENT SHALL DISCLOSER BE HELD LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER WHICH MAY BE INCURRED BY RECIPIENT AS A RESULT OF ITS USE OF DISCLOSER’S CONFIDENTIAL INFORMATION (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS CAUSED BY BUSINESS INTERRUPTION OR OTHER MONETARY LOSS). None of the Confidential Information disclosed hereunder shall constitute any representation or warranty by either Party to the other of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights or any other intellectual property rights, or other rights of third parties.

12. NO ASSIGNMENT

This Agreement shall not be assigned nor transferred, whether in whole or in part, by either Party without the prior written approval of the other. Any assignment or transfer of this Agreement by either Party, without the prior written approval of the other, shall be null and void.

13. NOTICE

All notices required hereunder shall be in writing and given to the other Party by personal delivery, certified post, special delivery (courier), or facsimile transmission, or e-mail addressed at the addresses set forth below, or to such other addresses as either Party may hereafter from time to time designate in writing. All such notices shall be effective upon receipt.

14. GENERAL

This Agreement is neither intended to nor shall it be construed as;

(i) creating a joint venture, partnership or other business association between the Parties,

(ii) an obligation to buy or sell product(s) or enter into business relationship using or incorporating Confidential Information,

(iii) limiting Recipient’s right to independently develop or acquire products without use of Discloser’s Confidential Information, nor

(iv) imposing on Discloser an obligation to disclose its Confidential Information to Recipient.

This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any party may enter into this Agreement by executing a counterpart. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (to which a signed PDF copy is attached) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. ENTIRE AGREEMENT AND SEVERABILITY

This Agreement constitutes the entire agreement, written or oral, between the Parties and supersedes and merges all prior and/or contemporaneous agreement and/or discussion with respect to the disclosure of Confidential Information. This Agreement shall not be changed nor amended except in writing signed by the duly authorized representatives of the Parties. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity or enforceability of any other provision of this Agreement, unless the enforcement of such provision in such circumstances would be inequitable.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate by their duly authorized representatives on the date first above written.

By :

Name:

Title:

By :

Name:

Title: