MAX PROTOTYPE LIMITED
(中山市菲德尔模型技术有限公司)
And
XXXXXXXXX
(XXXXXX)
SUPPLY AGREEMENT
Agreement Number: SA002
THIS AGREEMENT is made on the Mar 23rd, 2014.
BETWEEN
(1) Max Prototype Limited (中山市菲德尔模型技术有限公司), a limited liability company established and existing under the laws of the PRC (Business License Number 914420000901062620) of D31Ka, Yahaofang, Kaiyin Xincheng, Zhongshan Torch Development Zone, Zhongshan City 528400 Guangdong Province, the PRC ("Buyer"); and
(2) XXXXXXX (XXXXXXX), a limited liability company established and existing under the laws of the PRC (Business License Number XXXXXXXX) of XXXXXXXXXXX, 518111, the PRC ("Supplier").
(A) Buyer is engaged in the design, development and manufacture of rapid prototype, rapid pressure die casting and rapid precision machining products on behalf of its clients;
(B) Supplier is engaged in the manufacture and supply of the Products (as defined below);
(C) Buyer requires the Products for its own manufacturing; and
(D) Following friendly discussions, the Parties now wish to enter into this Agreement for the manufacture and supply of the Products.
NOW THEREFORE, the Parties agree as follows: -
1 INTEPRETATION
In this Agreement the following terms shall have the following meanings, except where the context requires otherwise:-
"Commencement Date"
| means the date of execution of this Agreement; |
“Confidentiality Agreement” | Means the Confidentiality Agreement to be signed between the Parties in accordance with Article 17 as set in Schedule 3;
|
“Factory Premises” | means the factory premises where the Products are manufactured;
|
"Force Majeure" | means in relation to either Party, any circumstances beyond the reasonable control of that Party (including, without limitation, any Act of God, explosion, flood, fire, accident, war, sabotage, governmental action, civil disturbance, embargoes, strikes or other industrial action);
|
"Intellectual Property" | means, in relation to either Party, any patent, invention, copyright, registered design, unregistered design right, trademark, trade name, trade secrets or technical or proprietary information, know-how or other industrial or intellectual property including, but not limited to, patterns, specifications, and instructional material together with any current applications for any registrable items of the foregoing;
|
"Intellectual Property Rights"
| means the rights to the Intellectual Property; |
“Materials” | means materials, components and any other parts required for the manufacture of the Products;
|
“Party” | means either Supplier or Buyer and “Parties” shall mean both of them;
|
"PRC" | means the People's Republic ofChina(excluding Hong Kong, Macao andTaiwan);
|
"Products" | means products supplied by Supplier to Buyer in accordance with this Agreement, details of which are set out in Schedule 1;
|
"Purchase Contract" | means each separate contract between the Parties for the manufacture and supply of the Products;
|
"Purchase Order" | means a purchase order issued by Buyer to Supplier in accordance with Article 5.1 below substantially containing the terms set out in Schedule 2;
|
"Specifications” | Buyer's instructions and specifications for the Products as provided by Buyer to Supplier from time to time;
|
“Specification Change”
| means any change to the Specifications; |
“Subcontractor” | means a subcontractor appointed by Supplier to manufacture and supply part or all of the Products in accordance with Article 4;
|
“Tooling” | means any items of tooling/molds provided by Buyer to Supplier or manufactured or otherwise procured by Supplier on behalf of Buyer from time to time for the purposes of this Agreement;
|
“Warranty Period” | Means the time period following the manufacturing of the Products, as set out in the Specifications, during which Supplier shall be liable for defects in the Products in accordance with Article 11 below.
|
2 MANUFACTURE AND SUPPLY OF PRODUCTS
2.1 Supplier shall manufacture and supply the Products to Buyer, and Buyer shall purchase the Products from Supplier, in accordance with the terms of this Agreement.
2.2 Supplier shall ensure that the Products are manufactured at the Factory Premises with due care and skill by appropriately trained, qualified and experienced individuals and that it will use all reasonable efforts to attain any agreed quality standards.
2.3 All Products shall be manufactured, stored, handled, inspected, tested, packaged, labelled and delivered in conformity with:-
2.3.1 all applicable Specifications;
2.3.2 any specific requirements as set out in each Purchase Order; and
2.3.3 Applicable laws and regulations (including, but not limited to, employment, materials, environmental protection and so forth).
2.4 Supplier shall only use raw materials for the manufacture of Products which have been preapproved in writing by Buyer.
2.5 The Parties acknowledge that Buyer may from time to time provide items of Tooling to Supplier for the purposes of manufacturing the Products pursuant to this Agreement. Supplier shall, in relation to such Tooling (if any):-
2.5.1 cause the attachment to such Tooling of a secure identification label clearly indicating Buyer’s ownership of the Tooling;
2.5.2 only use the Tooling for the purposes of manufacturing the Products on behalf of Party B in accordance with the terms of this Agreement;
2.5.3 be fully responsible at all times for the custody, safekeeping and routine maintenance of Tooling in its custody;
2.5.4 be liable for any loss or damage to the Tooling while in Party A’s or a Sub-contractor’s custody (fair wear and tear excluded);
2.5.5 not, under any circumstances, mortgage, transfer, lease, lend, part with the possession or transfer the location of the Tooling without Party B’s written consent; and
2.5.6 at any time during the term of this Agreement and thereafter, if requested by Buyer, arrange the delivery of the Tooling to Party B, or the disposal of the Tooling, as quickly as reasonably possible at Buyer’s cost.
3 SPECIFICATION CHANGES
3.1 Supplier shall not make any change in, or deviate in any way from, the Specifications except pursuant to an approval in writing from Buyer.
3.2 Buyer has the right to improve or modify the Specifications from time to time by providing a Specification Change order to Supplier. Within 1 working days of receipt of a Specification Change order, Supplier shall provide Buyer with a written statement that sets forth:-
3.2.1 the earliest possible implementation date for the Specification Change;
3.2.2 details of any increase or decrease in the cost of the Products subject to the Specification Change; and
3.2.3 Any changes to the shipment date for such Products.
3.3 Until such time that a Specification Change has been agreed in writing, the Parties shall continue to perform their respective obligations without taking account of the Specification Change.
3.4 All costs incurred in relation to implementing Specification Changes, and any changes to delivery dates, shall be agreed between the Parties in good faith and based upon Supplier’s actual costs.
4 SUBCONTRACTORS
4.1 Supplier shall not subcontract the manufacture of the Products in full or in part to any Subcontractor without the prior written consent of Buyer.
4.2 Any subcontracting pursuant to this Article 4 shall be conditional upon:-
4.2.1 Supplier remaining fully liable in respect of the performance of its obligations under this Agreement, irrespective of such subcontracting;
4.2.2 Supplier being fully liable to us for the acts and omissions of the Subcontractor;
4.2.3 Supplier undertaking to ensure that the subcontracting arrangements shall be effected in full compliance with applicable PRC laws;
4.2.4 Supplier entering into an agreement with the Subcontractor substantially similar to this Agreement; and
4.2.5 Supplier undertaking to indemnify and hold Buyer harmless against any claims, losses and/or damages which Buyer may suffer as a result of such subcontracting arrangements.
4.3 Any breach of this Article 4 by Supplier shall be treated as a material breach of this Agreement and shall entitle Buyer to terminate this Agreement immediately.
5 PURCHASE ORDERS
5.1 Buyer shall order the Products by written Purchase Order issued to Supplier from time to time in accordance with this Agreement.
5.2 Each Purchase Order shall, unless otherwise agreed by the Parties, specify:-
5.2.1 a description of the Products to be supplied by Supplier;
5.2.2 the relevant Specifications for the Products to be supplied by Supplier:
5.2.3 the required volume of the Products to be supplied by Supplier;
5.2.4 the unit price, the total purchase price and payment terms for the Products;
5.2.5 the proposed shipment date and delivery date for the Products;
5.2.6 the mode of delivery for the Products; and
5.2.7 Any other agreed commercial terms.
5.3 A Purchase Order shall be signed by an authorised representative of each Party. Upon execution of a Purchase Order by the Parties, a Purchase Contract shall be formed.
6 PURCHASE CONTRACTS
6.1 Each order for the Products shall be in the form of a Purchase Contract. Each Purchase Contract, once formed, shall be legally binding on the Parties and shall be separate from any other Purchase Contract. A Purchase Contract may only be amended by written agreement of the Parties.
6.2 Each Purchase Contract shall incorporate:-
6.2.1 the terms and conditions set out in the relevant Purchase Order; and
6.2.2 The terms and conditions set out in this Agreement.
6.3 In the event of any conflict or inconsistency between this Agreement and the Purchase Order, the priority shall be in descending order as follows: (1) the relevant Purchase Order and (2) this Agreement.
7 PURCHASE PRICE AND PAYMENT
7.1 The purchase price and payment terms for the Products shall be as set out in Schedule 2.
7.2 Supplier shall send priced invoices giving the correct Purchase Order number, together with the original bill of lading or express receipt to Buyer at the time of each delivery to avoid delay in payment by Buyer.
7.3 Any payment under any Purchase Contract shall be made directly by Buyer to Supplier’s bank account. Supplier shall issue to Buyer a valid receipt therefore.
7.4 Each Party shall be solely liable for all taxes arising from its entering into and performing this Agreement in accordance with applicable laws and regulations.
8 DELIVERY
8.1 The Products shall be delivered in accordance with the delivery terms set out in each Purchase Order.
8.2 Supplier agrees to promptly notify Buyer in writing of any delay, or possibility of delay, in the shipment of the Products and the cause and extent of such delay. In the event of any delay, Supplier will use reasonable commercial endeavours to minimise the impact of any such delay.
8.3 Supplier shall promptly provide to Buyer details of delivery information prior to the delivery of the Products including (i) a description of the Products, (ii) quantities, (iii) delivery date, (iv) mode of delivery, (v) delivery numbers and any other relevant information.
9 RISK AND TITLE
9.1 Risk of loss or damage to any of the Products will pass to Buyer upon delivery.
9.2 The title to any of the Products will pass to Buyer upon payment by Buyer of the purchase price in full.
10 QUALITY CONTROL
10.1 Buyer may engage in quality assurance, inspection and testing and necessary production process control in relation to finished Products at the Factory Premises or elsewhere. Supplier shall cooperate fully in such regard and shall provide all necessary assistance.
10.2 Supplier shall arrange internal testing (including testing by third parties if deemed necessary by Buyer) of Materials and finished Products as is reasonably required by Buyer from time to time.
10.3 Supplier shall ensure that it shall have access to all appropriate and necessary instruments and measurement tools to enable Supplier to conduct quality control procedures pursuant to this Article 10 including in relation to identifying the required tolerances applicable to the Products.
10.4 Prior to delivery, if requested by Buyer, Supplier shall provide a full written inspection report for each batch of Products.
11 QUALITY WARRANTY
11.1 Supplier hereby warrants and undertakes (the "Quality Warranty") that the Products, at the time of their delivery, will have been manufactured, stored, handled, inspected, tested, packaged and labelled in conformity to the Specifications and during the Warranty Period, shall be free from defects
11.2 In the event that Buyer at any time during the Warranty Period discovers that the Products fail to comply with the Quality Warranty (the "Non-Conforming Products"), it shall notify Supplier by written notice no later than thirty (30) days of discovery of such failure. Such written notice shall contain full details of the Non-Conforming Products.
11.3 Supplier shall compensate Buyer for losses and damages sustained by Buyer as a consequence of Non-Conforming Products, including the related costs of inspection and, if applicable, re-inspection of such Non-Conforming Products.
12 ADDITIONAL WARRANTIES AND OBLIGATIONS
12.1 Each Party represents, warrants and undertakes to the other Party that:-
12.1.1 as at the Commencement Date it is a legal person duly organised and validly existing under the relevant laws of the place of its incorporation;
12.1.2 as at the Commencement Date, it has all requisite power, authority and approvals required to enter into and perform this Agreement;
12.1.3 it will perform its obligations under this Agreement strictly in compliance with all relevant laws and regulations; and
12.1.4 The performance by it of this Agreement will not result in a breach by it of any obligations to any third parties.
12.2 Supplier shall not, under any circumstances, whether directly or indirectly:-
12.2.1 offer or give any commissions, bribes, kickbacks or any other off-the-books advantages of any nature to Buyer, Buyer’s employees or Buyer’s directors;
12.2.2 approach Buyer’s customers with a view to forming a direct business relationship with such customers without the prior consent of Buyer; and
12.2.3 Approach or attempt to poach Buyer’s employees away from Buyer.
13 INTELLECTUAL PROPERTY RIGHTS
13.1 The Parties acknowledge, confirm and agree that:-
13.1.1 each Party’s Intellectual Property is the exclusive property of that Party, and nothing under this Agreement or otherwise shall be deemed, intended or implied to constitute a sale or assignment of such Intellectual Property to the other Party; and
13.1.2 Neither Party’s Intellectual Property Rights are conveyed hereunder to the other Party (except the right of Supplier to use Buyer’s Intellectual Property to perform its obligations under this Agreement).
13.2 In the event that Supplier effects any improvement to Buyer’s Intellectual Property, Supplier shall assign such improvement to Buyer at no cost to Buyer and shall sign all documents and perform any acts reasonably or necessarily required to assign such improvement in Buyer.
13.3 Supplier shall not, under any circumstances, (i) pass itself off as being part of, or affiliated to, Buyer or (ii) imitate or copy Buyer’s Intellectual Property Rights (including, but not limited to, any copyright vested in Buyer’s website, sales literature and other media) except as permitted pursuant to this Agreement or as otherwise authorized by Buyer.
14 FORCE MAJEURE
14.1 If either Party is affected by Force Majeure it shall promptly notify the other Party in writing of the nature and extent of the circumstances in question.
14.2 Notwithstanding any other provisions of this Agreement, no Party shall be deemed to be in breach of this Agreement, for delay in performance or other non-performance of any of its obligations under this Agreement, to the extent that the delay or non performance is due to Force Majeure of which it has notified the other Parties and the time for performance of that obligation (if applicable) shall be extended accordingly.
15 TERM AND TERMINATION
15.1 This Agreement shall come into force on the Commencement Date and shall continue in force, subject to the provisions of this Article 15, for an initial term of three (3) years.
15.2 Upon expiry of this initial three (3) year term, this Agreement will automatically renew for additional one (1) year terms unless either Party receives from the other Party, at least three (3) months prior to the end of the initial term or any renewal term, written notice to terminate this Agreement at the end of the then current term.
15.3 This Agreement may be terminated by either Party by providing at least three (3) months' advance written notice to the other Party.
15.4 This Agreement may be terminated forthwith by either Party by written notice to the other Party if:-
15.4.1 the other Party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days after receiving written notice from the non-breaching Party specifying such breach;
15.4.2 the other Party (a) goes bankrupt, (b) is otherwise deemed by virtue of any applicable law to be unable to pay its debts or (c) ceases to carry on business; or
15.4.3 The occurrence of an event of Force Majeure event under Article 14 prevents the performance of the material obligations of this Agreement for sixty (60) consecutive days or ninety (90) non-consecutive days during any 365 day period.
15.5 Upon receipt of a notice of termination of this Agreement, Supplier shall not accept any Purchase Order with a requested delivery date that falls beyond the proposed termination date of this Agreement.
15.6 Upon the Termination of this Agreement, Supplier shall:-
15.6.1 immediately cease the manufacture of the Products (except in relation to those Purchase Contracts which are in the process of being performed);
15.6.2 immediately cease using Buyer’s Intellectual Property Rights;
15.6.3 Dispose of any existing inventory of the Products in such manner as determined in writing by Buyer.
15.6.4 immediately issue a report to Buyer setting out details of any inventory held by Supplier; and
15.6.5 Immediately return to Buyer (or otherwise dispose of in accordance with Buyer’s written instructions) copies of any Specifications, other documents and any other items supplied by Buyer.
15.7 Upon the Termination of this Agreement, Buyer shall promptly pay to Supplier any outstanding amounts owing pursuant to this Agreement.
15.8 Termination of this Agreement shall be without prejudice to either Party's right to pursue other remedies for antecedent breach of this Agreement.
15.9 The provisions of Articles 2.5.2, 2.5.6, 7, 11, 12, 13, 15.6, 16, 17 and 18.1 shall survive the termination of this Agreement.
16 GOVERNING LAW AND DISPUTES
16.1 This Agreement shall be governed by and be construed in accordance with the laws of the PRC.
16.2 The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through friendly consultations. If the dispute is not resolved through such friendly consultations within thirty (30) days from the commencement of such consultations, then either Party may submit the dispute for arbitration before the China International Economic and Trade Arbitration Commission Shenzhen Branch (CIETAC) in accordance with its arbitration rules then in force. The arbitration award shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly.
17 CONFIDENTIALITY
17.1 Simultaneously with the execution of this Agreement, the Parties shall execute the Confidentiality Agreement.
18 GENERAL
18.1 Any notice or written communication provided for in this Agreement by either Party to the other Party shall be made in Chinese and shall be forwarded to the other Party its registered address (or such address as such other Party may have specified in writing), by personal delivery, email transmission or courier service. Any notice so served shall be deemed to have been received:-
18.1.1 in the case of personal delivery, on the date of delivery;
18.1.2 in the case of email transmission, on the date of transmission; and
18.1.3 In the case of courier service, three (3) days from the date of posting.
18.2 This Agreement shall not be amended without the written consent of each Party.
18.3 Failure by either Party to exercise any of its rights under this Agreement shall not be a waiver or forfeiture of such rights. No express or implied waiver by either Party shall be construed as a continuing waiver nor shall it prevent that Party from acting upon that or any subsequent breach or from enforcing any term or condition of this Agreement.
18.4 The invalidity of any provision of this Agreement shall not affect the validity of any other provision of this Agreement.
18.5 This Agreement may not be assigned in whole or in part by either Party hereto without the prior written consent of the other Party hereto.
18.6 This Agreement contains the entire agreement between the Parties with respect to the subject matter contained herein.
18.7 The Parties are independent contractors and nothing contained herein shall have the effect of creating a partnership, joint venture or similar relationship between them.
18.8 The Schedules to this Agreement form part of this Agreement. In the event of any inconsistency between a Schedule and the main body of this Agreement, the Schedule shall prevail. The Parties may from time to time add additional Schedules setting out further agreed terms of this Agreement.
18.9 This Agreement shall be signed in two original English versions and two original Chinese versions, both language versions to be equally effective.
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19 EXECUTION
This Agreement is executed by the Parties on the date first stated above.
MAX PROTOTYPE LIMITED
(中山市菲德尔模型技术有限公司)
By: _______________________
Name: _______________________
Title:
XXXXXXXXXX (XXXXXXXXX)
By: _______________________
Name: _______________________
Title:
***
Products
SCHEDULE 2
Purchase Order Terms
No
| Term | Details |
1 | Products: | [·] |
2 | Specifications: | [·] |
3 | Quantity: | [·] |
4 | Delivery Mode: | [·] |
5 | Delivery Date: | [·] |
6 | Packaging: | [·] |
7 | Quality Standards: | [·] |
8 | Price: | [·] |
9 | Payment Terms: | [·] |
10 | Others: | [·]
[·]
[·]
[·]
|
***
SCHEDULE 3
Confidentiality Agreement
Max Prototype Limited
(中山市菲德尔模型技术有限公司)
And
XXXXXXXXX (XXXXXXXXXX)
CONFIDENTIALITY AGREEMENT
Agreement Number: SA002
THIS CONFIDENTIALITY AGREEMENT is made on the Mar 23rd, 2014.
BETWEEN
(3) Max Prototype Limited (中山市菲德尔模型技术有限公司), a limited liability company established and existing under the laws of the PRC (Business License Number:914420000901062620) of D31Ka, Yahaofang, Kaiyin Xincheng, Zhongshan Torch Development Zone, Zhongshan City 528400 Guangdong Province, the PRC ("Buyer"); and
(4) XXXXXXX (XXXXXX) a limited liability company established and existing under the laws of the PRC (Business License Number （xxxxxxxxxxx）) of XXXXXXXXXXXX, the PRC ("Supplier").
(E) On Jan 23rd,2013, Buyer and Supplier entered into a Supply Agreement (Agreement Number SA006) (the “Agreement”) pursuant to which, it was agreed, that Party B would manufacture and supply Products to Party A;
(F) Pursuant to Article 17 of the Agreement, the Parties now enter into this Confidentiality Agreement; and
(G) This Confidentiality Agreement shall form Schedule 3 to the Agreement.
NOW THEREFORE, the Parties agree as follows:
20 COMMENCEMENT
This Confidentiality Agreement shall become effective on the Commencement Date.
21 INTERPRETATION
In this Agreement, except where the context requires otherwise, the following terms shall have the following meanings:
“Affiliate” | means, in relation to either Party, (i) any company within the same Group as that company; or (ii) any director of that company or of any company within the same Group as that company; or (iii) any company, 20 per cent or more of whose issued share capital is owned by members of that company or of the same Group as that company.
| |
"Commencement Date"
| means the date of execution of this Confidentiality Agreement; | |
“Confidential Information” | means information or data provided by either Party to the other pursuant to, or in relation to, the Agreement, including, but not limited to Specifications, commercial secrets, technical know-how, research results, commercial plans, customer information, software source codes, financial data, technology or commercial information, and the manner of disclosure of which includes but is not limited to letter, fax, memorandum, minutes, agreements, contracts, reports, handbooks, software source code, plans, or electronic mails. Confidential Information shall exclude the following:
(i) information which is publicly available at the time of its disclosure under this Confidentiality Agreement; or
(ii) information which becomes publicly available following disclosure under this Confidentiality Agreement (other than as a result of disclosure by a Party or any other person contrary to the terms of this Confidentiality Agreement); or
(iii) information which was lawfully in the Recipient’s possession prior to disclosure under this Confidentiality Agreement free of any restriction as to its use or disclosure; or
(iv) information which, following disclosure under this Confidentiality Agreement, becomes available to the Recipient from a source other than the Provider, which source is not known by the Recipient to be bound by any obligation of confidentiality to the Provider in relation to such information.
| |
“Group” | means, in relation to either Party, companies which are holding companies or subsidiaries of such Party or which have a common shareholding;
| |
"Provider" | means the Party providing the Confidential Information; and
| |
"Recipient" | Means the Party receiving the Confidential Information from the Provider.
|
22 CONFIDENTIAL INFORMATION
22.1 Except as provided in Article 4 below, the Recipient shall:-
22.1.1 keep the Confidential Information secret and confidential and not disclose any of it to any person other than individuals:-
(i) who are directors or employees of the Recipient’s Group or directors, partners or employees of the Recipient’s advisers; and
(ii) who need, in the Recipient’s reasonable opinion, to know the same for the purposes of considering, evaluating, advising on or furthering the performance of the Agreement;
22.1.2 only use the Confidential Information for the sole purpose of considering, evaluating, advising on, performing or furthering the performance of the Agreement and shall not use it for any other purpose;
22.1.3 not make any disclosure or announcement concerning, or otherwise publicise, the existence or terms of the Agreement or any other arrangement with the Provider connected in any way with the Agreement;
22.1.4 not make any disclosure or announcement concerning, or otherwise publicise, the involvement of the Recipient or any Affiliate of the Recipient in the arrangements contemplated under the Agreement or any discussions or negotiations relating thereto;
22.1.5 use all reasonable endeavours to keep the Confidential Information and any copies thereof secure and in such a way so as to prevent unauthorised access by any third party;
22.1.6 not make any copies of Confidential Information or reproduce it in any form except for the purpose of supplying the same to those to whom disclosure is permitted in accordance with this Confidentiality Agreement; and
22.1.7 Inform the Provider immediately if the Recipient becomes aware that Confidential Information has been disclosed to an unauthorised third party.
22.2 The Recipient shall procure that the directors and employees of the Recipient and of any member of the Recipient’s Group and the Recipient’s advisers to whom Confidential Information is to be made available are fully aware of the Recipient’s obligations regarding Confidential Information under this Confidentiality Agreement and observe the obligations contained in this Confidentiality Agreement regarding Confidential Information as if they were themselves parties to this Confidentiality Agreement.
22.3 To the extent permitted by applicable laws and regulations, the Recipient shall at its expense within five days of the completion of the Project and in any event on receipt of a written request from the Provider:-
22.3.1 return or destroy all written Confidential Information provided to the Recipient or its advisers without keeping any copies thereof;
22.3.2 destroy all analyses, compilations, notes, studies, memoranda or other documents prepared by the Recipient or the Recipient’s advisers to the extent that the same contain, reflect or derive from Confidential Information;
22.3.3 so far as it is practicable to do so, expunge any Confidential Information from any computer, word processor or other device in the Recipient’s possession or under the Recipient’s custody and control; and
22.3.4 On request supply a certificate signed by any director of the Recipient confirming that, to the best of his knowledge, information and belief, having made all proper enquiries, the requirements of this Article 3.3 have been fully complied with.
22.4 The Confidential Information shall remain the property of the Provider and its disclosure shall not confer on the Recipient any rights (including any intellectual property rights) over the Confidential Information whatsoever beyond those contained in this Confidentiality Agreement.
23 PERMITTED DISCLOSURE
23.1 The provisions of Article 3 shall not restrict any disclosure required under the following circumstances:-
23.1.1 disclosure required by law or regulations;
23.1.2 disclosure required as a result of any enquiry or investigation by any governmental, official or regulatory body,
23.1.3 provided that, so far as it is lawful and practical to do so prior to such disclosure, the Recipient shall promptly notify the Provider of such requirement with a view to providing the opportunity for the Provider to contest such disclosure or otherwise to agree the timing and content of such disclosure.
24 TERM
24.1 The confidentiality obligations contained in this Confidentiality Agreement shall survive in perpetuity notwithstanding the termination of the Agreement for any reason whatsoever.
25 REMEDIES
25.1 Without prejudice to any other rights or remedies which either Party may have, each Party acknowledges and agrees that monetary damages would not be an adequate remedy for any breach by either Party of the provisions of this Confidentiality Agreement and each Party shall be entitled to the remedies of injunction and other relief for any threatened or actual breach of any such provision by the other Party or any other relevant person and no proof of special damages shall be necessary for the enforcement by either Party of the rights under this Confidentiality Agreement.
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26 EXECUTION
This Confidentiality Agreement is executed by the Parties on the date first stated above.
MAX PROTOTYPE LIMITED
(中山市菲德尔模型技术有限公司)
By: _______________________
Name: _______________________
Title:
XXXXXXXXX（XXXXXXX）
By: _______________________
Name: _______________________
Title:
***