This Non-Disclosure Agreement (this “Agreement”) is made as of [DATE], by and between [NAME OF PROSPECTIVE BUYER] (“Interested Party”) and [NAME OF IP OWNER] (the “IP Owner”).

WHEREAS, Interested Party and IP Owner mutually desire to engage in an exchange of information that may lead to a business relationship or transaction; and

WHEREAS, Interested Party and IP Owner, in the course of their interactions, may disclose to each other “Confidential Information” as defined in Section 1 below, and do not wish to convey any interest or copyright therein to each other nor to make such Confidential Information public or common knowledge.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and sufficient consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. CONFIDENTIAL INFORMATION. For purposes of this Agreement, the term “Confidential Information” shall mean the following: (i) any additional information provided by the IP Owner, including but not limited to claim charts, patent proof packages, and any related disclosures and analyses, including programs, designs, drawings, formulas, regardless of medium or format that is  disclosed by the IP Owner in the course of discussions, studies, or other work undertaken between the parties; or (ii) any communication between the parties, whether in oral, written, graphic, magnetic, electronic, or other form, that is either conspicuously marked “confidential” or “proprietary,” is known or reasonably should be known by the other party to be confidential or proprietary, or is of a confidential or proprietary nature, and that is made in the course of discussions, studies, or other work undertaken between the parties. Confidential Information shall not include Non-Protected Information, as such term is defined in Section 6 below.

2. NON-DISCLOSURE REQUIREMENT. Both Interested Party and IP Owner and their respective employees and agents agree that during the period of their discussions and any future business relationship and for a period of three (3) years after the later of the termination of such discussions or the termination of such business relationship, the recipient of Confidential Information will not at any time disclose to any person or use for its own benefit or the benefit of anyone else, Confidential Information of the other party, without the prior express written consent of a corporate officer of the party whose information is being disclosed.

3. DISCLOSURES TO THIRD PARTIES. Prior to disclosure of any Confidential Information to any third party with the prior written consent of the disclosing party pursuant to Section 2 above, the recipient of such Confidential Information will obtain from said third party a written agreement to (i) hold all Confidential Information in confidence and not to use it for any purpose except as it relates to discussions or any subsequent business relationship between the parties; and (ii) return all Confidential Information to the party from whom said Confidential Information was received immediately after the third party has completed its work.

4. COMMON INTEREST PRIVILEGE. The parties have a common, joint and mutual legal interest in cooperating with each other with regard to any project or transaction involving the Confidential Information, subject to the terms of this Agreement, and accordingly the parties will treat their communications and those of their counsel relating to the Confidential Information as protected by the common interest privilege.  Furtherance of the project or transaction may require the exchange of proprietary documents and information, the joint development of legal strategies and the exchange of attorney work product developed by the parties and their respective counsel (collectively, the “Common Interest Materials”). In order to further their common interests, each party or its counsel will provide the Common Interest Materials to the other party and its counsel.  The purpose for the disclosure of the Common Interest Materials is to support due diligence with respect to the project or transaction.  Any Common Interest Materials exchanged will continue to be protected under any applicable privileges and no such exchange will constitute a waiver of any applicable privilege or protection.  Further, any counsel or consultant (e.g., a damages expert) retained by a party or its counsel to assist in the project with respect to the Common Interest Materials shall be bound by, and entitled to the benefits of, this Agreement if such party agrees in writing to be bound by the terms of this Agreement or otherwise the party retaining such party shall be responsible for such party’s failure to comply with the applicable terms of this Agreement.

5. RETURN OF CONFIDENTIAL INFORMATION. The parties agree to promptly deliver to the disclosing party any documents comprising or containing Confidential Information and any copies made thereof which the recipient may have made, may have access to, or may receive or possess during the period of its discussions and/or business relationship. Upon termination of the discussions and/or business relationship between the parties, the recipient of Confidential Information shall immediately deliver to the disclosing party any and all such Confidential Information in its possession or under its control.

6. NON-PROTECTED INFORMATION. For purposes of this Agreement, “Non-Protected Information” shall mean the following: (i) Confidential Information that, at the time it is disclosed, is already in the recipient’s rightful possession or available to it or its employees from any other source having no obligation not to disclose it; or (ii) Confidential Information that, after it is disclosed, is at any time obtained by the recipient from any other person, firm or company having no obligation not to disclose it.

7. NON-CONVEYANCE OR LICENSE. Nothing in this Agreement shall be construed to convey to the recipient of Confidential Information any right, title, interest or copyright in any Confidential Information or any license to use, sell, exploit copy or further develop any such Confidential Information. This Agreement does not in any way bind the parties to enter into a business relationship of any nature.

8. APPLICABLE LAW. This Agreement shall be construed for all purposes in accordance with the substantive law of the State of California.

9. DISPUTE RESOLUTION.  Any dispute, controversy or claim arising out of, relating to, or concerning this Agreement, or the interpretation, performance, breach, termination or validity of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Rules in accordance with the HKIAC (defined below) Procedures for the Administration of International Arbitration in force at the time of arbitration. The arbitration proceedings shall be conducted in English and administered under the auspices of the Hong Kong International Arbitration Centre (“HKIAC”). There shall be a single arbitrator agreed upon by the parties or, if the parties are unable to agree within thirty (30) days after notice of arbitration, appointed by the HKIAC.

10. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision shall be severed from this Agreement which shall otherwise remain in full force and effect, but only to the extent that the original intent of this Agreement would not be altered in any material respect.

11. COURT ORDERED DISCLOSURE. Neither Interested Party nor IP Owner shall be liable for disclosure of Confidential Information if such disclosure is made in response to a valid order of a court or authorized government agency, provided that ten (10) days notice first be given to the other party so that a protective order or other relief, if appropriate, may be sought by such party.

12. ASSIGNERS AND SUCCESSORS. This Agreement shall be binding upon the parties hereto and their respective assigns and successors.

13. ENTIRE AGREEMENT. The instrument contains the entire agreement between the parties with respect to the subject matter addressed herein. This Agreement may not be amended or modified except by a writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement through their respective, duly authorized officers as of the date indicated above.