This Mutual Nondisclosure Agreement (the “Agreement”) is made and agreed as of the select day(“Effective Date”), by and between your company (“UCompany”), and Tianjia (Shanghai) Information Technology Co, Ltd., a company organized and existing under the laws of People’s Republic of China, having its principal office at Jinhai Road No. 2588, Room B317, Pudong Zone, Shanghai City (“Company”).

1.Purpose.

UCompany and Company wish to cooperate at IR solution and IR database (the “Purpose”). The parties wish to prevent the unauthorized use or disclosure of Confidential Information (as defined below) that may be disclosed to each other in connection with the Purpose.

2.Definition.

(a) "Disclosing Party" means the party that owns and/or discloses Confidential Information hereunder. For purposes of this Agreement, the Disclosing Party means:

(b) "Receiving Party" means the party that receives and or accesses Confidential Information hereunder. For purposes of this Agreement, the Receiving Party means:

(c) "Confidential Information" means any information including, but not limited to, technical data or know-how, regardless of the form in which it is communicated or maintained, or information which relates to data, research or development activities and plans, manufacturing, product plans, products, services, customers, personnel, suppliers, markets, computer programs, source code, developments, inventions, processes, designs (including technical specifications, architectures, circuit schematics and circuit layouts), drawings, engineering, hardware configuration information, systems, methods, formulae, devices, manufacturing and/or test specifications, patents, patent applications, trademarks, marketing plans, business plans, business opportunities or finances or financial statements of or relating to the Disclosing Party. The Disclosing Party shall designate Confidential Information as such prior to, during or immediately after (not to exceed thirty (30) days) disclosure. The Disclosing Party shall mark the material manifestations of its Confidential Information as being confidential or proprietary so that the Receiving Party is aware that its receipt is governed by the terms of this Agreement. The foregoing notwithstanding, the terms of this Agreement also pertain to information not so marked if the Disclosing Party informs the Receiving Party of its confidential nature prior to, during or immediately after (not to exceed thirty (30) days) disclosure or if the Receiving Party otherwise knows or should reasonably be expected to know of their confidential nature.

(d) "Affiliate" means corporation, company or other entity which: (i) is controlled by a party to this Agreement; (ii) controls a party to this Agreement; or (iii) is under common control with a party to this Agreement. For the purpose of this definition, “control” means that more than fifty percent (50%) of the shares or ownership interest representing the voting right for the election of directors or persons performing similar functions for such a corporation, company or entity are owned or controlled, directly or indirectly, by the controlling entity. Such corporation, company or entity shall be deemed to be an Affiliate so long as such ownership or control exists.

3. Nondisclosure of Confidential Information

(a) The Receiving Party agrees not to use any Confidential Information disclosed to it by the Disclosing Party for any purpose other than the Purpose. Neither party shall disclose or permit disclosure of any Confidential Information of the Disclosing Party to any third party or to any other person, except to directors, officers, employees, consultants, and/or agents of the Receiving Party who are required to have the information in order to carry out the Purpose. Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Disclosing Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to access any such information. Such measures shall include, but not be limited to, the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Each party agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the Disclosing Party which may come to the Receiving Party’s attention. If the parties mutually agree to enter into or continue a business relationship or other arrangement relating to the Purpose and do not enter into a new confidentiality agreement, the terms and conditions set forth herein shall apply to any information and/or materials related to, or activities undertaken in connection with, carrying out such business relationship or other arrangement, unless otherwise agreed to by the parties in writing.

(b) Exceptions. Notwithstanding the above, the obligations of this Agreement shall not apply to Confidential Information of the Disclosing Party to the extent such information: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party;(ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was independently developed by the Receiving Party without any use of the Confidential Information of the Disclosing Party, as demonstrated by files created at the time of such independent development;(iv) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or(v) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement. In addition, the Receiving Party may use or disclose Confidential Information to the extent such use or disclosure is (vi) authorized pursuant to the prior written approval of the Disclosing Party, or (vii) ordered or required by a court, provided, however, that the Receiving Party shall provide prompt notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure before Receiving Party is allowed to disclose the Confidential Information.

4. Return of Materials.

Any materials or documents that have been furnished by the Disclosing Party to the Receiving Party in connection with the Purpose shall be promptly returned by the Receiving Party, accompanied by all copies of such documentation, after (a) termination of discussions or any business relationship between the parties or (b) the written request of the Disclosing Party.

5. No Rights Granted.

Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of either party, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information other than the limited right to use such Confidential Information solely for the Purpose.

6. Term.

This Agreement shall cover the Confidential Information disclosed hereunder within 3 year(s) after Effective Date ("Disclosure Period"). The confidentiality obligation of each party shall continue for a period of 3 year(s) from the date on which Confidential Information is last disclosed under this Agreement; or

This Agreement will become effective as of the date written above and will continue until earlier terminated by either party. Either party may terminate this Agreement at any time without cause upon thirty (30) days prior written notice to the other. The confidentiality obligation of each party shall continue for a period of 3 year(s) from the date on which Confidential Information is last disclosed under this Agreement.

Notwithstanding the foregoing, the confidentiality period for source code and datasheet shall be perpetual.

7. Successors and Assigns.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided that Confidential Information of the Disclosing Party may not be disclosed to or used by any successor or assign without the prior written consent of the Disclosing Party, unless such successor or assign is the successor entity to the Receiving Party upon the dissolution of the Receiving Party in its present form. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8. Severability.

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

9. Independent Contractors.

The Disclosing Party and the Receiving Party are independent contractors, and nothing contained in this Agreement shall be construed to constitute the Disclosing Party and the Receiving Party as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

10. Governing Law.

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of R.O.C., without giving effect to principles of conflicts of law.

11. Remedies; Indemnification.

The Disclosing Party and the Receiving Party each agree that its obligations set forth in this Agreement are necessary and reasonable in order to protect the Disclosing Party and its business. The Disclosing Party and the Receiving Party each expressly agree that due to the unique nature of the Disclosing Party’s Confidential Information, monetary damages would be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of its covenants and agreements set forth in this Agreement. Accordingly, the Disclosing Party and the Receiving Party each agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party shall be entitled (a) to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Receiving Party, without the necessity of proving actual damages, and (b) to be indemnified by the Receiving Party from any loss or harm, including but not limited to attorney’s fees, arising out of or in connection with any breach or enforcement of the Receiving Party’s obligations under this Agreement or the unauthorized use or disclosure of the Disclosing Party’s Confidential Information.

12. Amendment and Waiver.

Any term of this Agreement may be amended with the written consent of UCompany and Company. Any amendment or waiver effected in accordance with this Section shall be binding upon the parties and their respective successors and assigns. Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party.

13. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. Entire Agreement.

This Agreement is the product of both parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.

15.No Modification.

The Disclosing Party and the Receiving Party each agree that it shall not modify, reverse engineer, decompile, create other works from, or disassemble (as applicable) any hardware or software contained in or containing the Confidential Information of the Disclosing Party unless permitted in writing by the Disclosing Party.

16. Restrictions on Export.

The Receiving Party shall not export, directly or indirectly, any technical data acquired from the Disclosing Party pursuant to this Agreement or any product utilizing any such data to any country for which relevant government authorities or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.

17. Intellectual property and non-pilfering item

Tiqiaa has completed the patent certification of remote control code. At present, Tiqiaa has 22 Chinese remote control patents and 1 USA remote control patent. When you use Tiqiaa's code base to develop a solution, you will be automatically authorized to use the patents involved in Tiqiaa (including the new remote control related patents applied by Tiqiaa). We will escort you in the infrared field.

After you confirm to use Tiqiaa code base, you promise:

1. You will not collect and store the infrared remote control code of Tiqiaa deliberately. You can store the code on each user's device separately, but you can't use your server to store it uniformly. You can set up an account for your user to store the remote control ID. With these IDs, you can get the corresponding remote control code from Tiqiaa code library cloud.

2. You will not resell Tiqiaa's infrared remote control code.

3. You are not allowed to engage in the sales and service of the code base within 5 years after the termination of the use of Tiqiaa infrared remote control code.

If you violate the above commitment, Tiqiaa has the right to order you to correct and freeze your account, and Tiqiaa has the right to investigate your legal responsibility according to law.