MUTUAL NONDISCLOSURE AGREEMENT
THIS MUTUAL NONDISCLOSURE AGREEMENT is made and entered into as of 2nd
January, 2025 between HOYA LENS VIETNAM LTD – QUANG NGAI BRANCH on behalf of
itself and its Vision Care Affiliates and (name of supplier)
1. Purpose. The parties wish to explore a potential supply relationship and in
connection with this opportunity, each party may disclose to the other certain confidential
technical and business information which the disclosing party desires the receiving party to treat
as confidential.
2. “Confidential Information” means any information disclosed by either party
(including an affiliate of either party) to the other party, either directly or indirectly, in writing,
electronically, orally or by inspection of tangible objects (including without limitation
documents, prototypes, samples, technical data, trade secrets, know-how, research, product plans,
services, customers, pricing, personnel, markets, software, inventions, processes, designs,
drawings, marketing plans, financial condition and the Company’s plant and equipment), and any
other information which is designated as “Confidential,” “Proprietary” or some similar
designation. Confidential Information shall not, however, include any information which (i)
was publicly known and made generally available in the public domain prior to the time of
disclosure by the disclosing party; (ii) becomes publicly known and made generally available
after disclosure by the disclosing party to the receiving party through no action or inaction of the
receiving party; (iii) is already in the possession of the receiving party at the time of disclosure
by the disclosing party as shown by the receiving party’s files and records immediately prior to
the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach
of such third party’s obligations of confidentiality; (v) is independently developed by the
receiving party without use of or reference to the disclosing party’s Confidential Information, as
shown by documents and other competent evidence in the receiving party’s possession; or (vi) is
required by law to be disclosed by the receiving party, provided that the receiving party gives the
disclosing party prompt written notice of such requirement prior to such disclosure and
assistance in obtaining an order protecting the information from public disclosure.
3. Non-use and Non-disclosure. Each party agrees to use Confidential Information of
the other party only for the Purpose and related internal analysis. Each party agrees not to
disclose any Confidential Information of the other party to third parties or to such party’s
employees, except to those employees of the receiving party who are required to have the
information in order to evaluate or engage in discussions concerning the Purpose. Neither party
shall reverse engineer, disassemble or decompile any prototypes, software or other tangible
objects which embody the other party’s Confidential Information, and which are provided to the
party hereunder.
4. Maintenance of Confidentiality. Each party agrees that it shall take reasonable
measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential
Information of the other party. Without limiting the foregoing, each party shall take at least those
measures that it takes to protect its own highly confidential information and shall ensure that its
employees who have access to Confidential Information of the other party have signed a non-use
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and non-disclosure agreement or are subject to non-disclosure obligations in content similar to
the provisions hereof, prior to any disclosure of Confidential Information to such employees.
Neither party shall make any copies of the Confidential Information of the other party unless
necessary for the Purpose or previously approved in writing by the other party. Each party shall
reproduce the other party’s proprietary rights notices on any such approved copies, in the same
manner in which such notices were set forth in or on the original, and any such copies of
Confidential Information are subject to the same non-disclosure restrictions as stated in this
Agreement. Each party shall immediately notify the other party in the event of any unauthorized
use or disclosure of the Confidential Information.
5. No Obligation. Nothing herein shall obligate either party to proceed with any
transaction between them, and each party reserves the right, in its sole discretion, to terminate the
discussions contemplated by this Agreement concerning the business opportunity. This
Agreement does not constitute a joint venture or other such business agreement.
6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.”
EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE,
REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
7. Return of Materials. All documents and other tangible objects containing or
representing Confidential Information which have been disclosed by either party to the other
party, and all copies thereof which are in the possession of the other party, shall be and remain
the property of the disclosing party and shall be promptly returned to the disclosing party upon
the disclosing party’s written request. Notwithstanding the foregoing, a receiving party may
retain in the offices of its legal advisor a single archival copy of any written or photographic
Confidential Information provided by the other party under this Agreement, which copy shall
only be used by the receiving party and its legal advisors in connection with the review of its
obligations under this Agreement.
8. No License. Nothing in this Agreement is intended to grant any rights to either party
under any patent, mask work right, copyright, trade secret or other intellectual property rights of
the other party, nor shall this Agreement grant any party any rights in or to the Confidential
Information of the other party except as expressly set forth herein.
9. Term. The effective date of this Agreement is 2nd January, 2025 (the “Effective
Date”). This Agreement applies to Confidential Information disclosed to either party. The
obligations of each receiving party hereunder with respect to Confidential Information received
by it within the Disclosure Period shall survive until such time as all Confidential Information of
the other party disclosed hereunder becomes publicly known and made generally available
through no action or inaction of the receiving party.
10. Remedies. Each party agrees that any violation or threatened violation of this
Agreement may cause irreparable injury to the other party, entitling the other party to seek
injunctive relief in addition to all legal remedies.
11. Governing Law. This Agreement will be governed in all respects by the laws of
the Vietnam, excluding principles of conflicts of law. Any action or proceeding brought by any
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party against another arising out of or related to this Agreement shall be brought in a court of
competent subject matter jurisdiction located within Vietnam.
12. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties
hereto and their successors and assigns. This document contains the entire agreement between
the parties with respect to the subject matter hereof, and neither party shall have any obligation,
express or implied by law, with respect to trade secret or proprietary information of the other
party except as set forth herein. Any failure to enforce any provision of this Agreement shall not
constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor
any obligation waived, except by a writing signed by both parties hereto.
The undersigned represent that they have the authority to enter into this Agreement on
behalf of the person, entity or corporation listed above their names.
HOYA LENS VIETNAM LTD – QUANG NGAI BRANCH NAME OF YOUR COMPANY
Sign Below: Sign Below:
By: ____________________________________ By:_____________________________________
Name: NGUYEN VAN MINH HIEU Name:
Title: Factory General Manager Title:
Address: No. 01, 8A ROAD, VIETNAM SINGAPORE Address:
INDUSTRIAL PARK, TINH PHONG COMMUNE, SON
TINH DISTRICT, QUANG NGAI PROVINCE, VIETNAM
