This Nondisclosure Agreement (this “Agreement”), effective upon the date of electronic acceptance (“Effective Date”), is made between Nirvana-Boya (Beijing) Translation Services Co. Ltd, a language consulting agency headquartered at 7th Floor Haidian Tech Building, No.5 Zhongguancun South St., Haidian Dist. Beijing, 100102 (“Nirvana-Boya”) and our translators, editors and proofreaders (“Recipient”) both full-time and part-time. In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

• (1) Purpose

  In the course of, or pursuant to discussions concerning, a possible translation service, Nirvana-Boya has disclosed, and may further disclose to TEPers, in writing or orally, Confidential Information (as defined below) that Nirvana-Boya desires Recipient to treat as Confidential and Confidential information. The Recipient may not use or disclose any of the Confidential Information for any purpose other than providing due services to Nirvana-Boya and related clients.

• (2) Confidential Information

  A. Definition. “Confidential Information” shall mean any information about the business, products and/or services of Nirvana-Boya, its clients, suppliers and other business partners, including but not limited to research, customers, markets, inventions, designs, drawings, hardware configuration information, financial documents, business plans not generally available to the public, as well as information regarding pricing or profit margins, whether or not designated as “Confidential ” at the time of disclosure.

  B. Exceptions. “Confidential Information” shall not, however, include any information(i) which was publicly known or made generally available without a duty of Confidentiality prior to the time of disclosure to Recipient by Nirvana-Boya; (ii) which becomes publicly known or made generally available without a duty of Confidentiality after disclosure to Recipient by Nirvana-Boya through no action or inaction of Recipient; or (iii) which is in the rightful possession of Recipient without Confidentiality obligations at the time of disclosure by Nirvana-Boya to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business.

  C. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a Confidentiality agreement, Recipient will provide Nirvana-Boya prompt written notice of such disclosure and will assist Nirvana-Boya in seeking a protective order or another appropriate remedy. If Nirvana-Boya waives Recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its Confidentiality protection for all purposes other than such legally compelled disclosure.

• (3) Nondisclosure and Nonuse

  The Recipient agrees (i) to maintain and protect the confidentiality of any and all Confidential Information and (ii) not to disclose the Confidential Information to any third party either directly or indirectly in writing or orally, without Nirvana-Boya’s prior written consent. Recipient further agrees not to use any Confidential Information for any purpose except to evaluate and engage in the performance of any due services to Nirvana-Boya.

• (4) Maintenance of Confidentiality

  Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Recipient shall not make any copies of the Confidential Information without prior written consent of Nirvana-Boya. Recipient shall reproduce Nirvana-Boya’s Confidential rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Recipient shall immediately notify Nirvana-Boya of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.

• (5) Return of Materials

  All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient shall be and remain the property of Nirvana-Boya and shall be promptly returned to Nirvana-Boya or destroyed (with proof of such destruction), each upon Nirvana-Boya’s request.

• (6) No Intellectual Property Right Granted

  Nothing in this Agreement is intended to grant any rights to Recipient under any intellectual property right of Nirvana-Boya, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth in this Agreement.

• (7) Term

  The obligations of Recipient under this Agreement shall survive until the earlier of: i)three years following the date that TEPers stop to serve as a Nirvana-Boya TEPer; or ii) the time as all Confidential Information disclosed hereunder qualifies as any of the exceptions to Confidential Information set forth in Section 2.B through no action or inaction of Recipient; iii) the time Nirvana-Boya initiatively discloses any Confidential Information through no action or inaction of Recipient.

• (8) Indemnity

  Recipient agrees that any violation or threatened violation of this Agreement will cause irreparable injury to Nirvana-Boya, entitling Nirvana-Boya to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond required to be posted. Recipient further agrees to indemnify and hold harmless Nirvana-Boya and its affiliates and staff from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising from or in connection with his/her wrongful acts that lead to any disclosure of the Confidential Information under this NDA.

• (9) Recipient Information

  Nirvana-Boya does not wish to receive any Confidential information from Recipient, and Nirvana-Boya assumes no obligation, either expressed or implied, with respect to any information disclosed by Recipient to Nirvana-Boya. Any ideas, suggestions, guidance or other information disclosed by Recipient related to the Confidential Information and any intellectual property rights relating to the foregoing shall be collectively deemed “Feedback”. Recipient agrees to grant and hereby grants to Nirvana-Boya a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.

• (10) Laws and Regulation

  This Agreement shall be construed, interpreted and enforced in accordance with the laws of P. R. of China. Any such claims or disputes shall be resolved in the basic people’s courts and the intermediate people's courts located in Mainland China

• (11) Others

  This version of the agreement was created on September 1st, 2013. This Agreement will be amended at the sole discretion of Nirvana-Boya from time to time. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Unless Recipient tells Nirvana-Boya, otherwise, his/her acceptance of this Agreement means he/she agrees to be bound by any changes to or further versions of this Agreement.