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