Draft: 12/22/94

KEITI-Form

NON-DISCLOSURE AGREEMENT

. , . (02-380-0289, www.greenexport.or.kr) .

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (this Agreement) is made on this [month] [day], [year] (the Effective Date), by and between [company name], a company established under the laws of [*] with its principal office at [address] (COMPANY) and [company name], a company established under the laws of [*] with its principal office at [address] (RECIPIENT). Hereinafter, COMPANY and RECIPIENT may be together referred to as the Parties or individually as a Party.

RECITALS

A. The Parties would like to discuss the possibility of entering into a transaction relating to [description of the transaction] (the Transaction).

A. For such discussions, Confidential Information (as defined below) of Company will be provided to RECIPIENT.

NOW, THEREFORE, the Parties agree as follows:

1. Confidential Information

For purposes of this Agreement, RECIPIENT means RECIPIENT, RECIPIENTs affiliates, RECIPIENTs or RECIPIENTs affiliates directors, officers, employees, consultants, or agents.

For the purposes of, and subject to the other provisions of, this Agreement, Confidential Information means any information, technical data, or knowhow (including, but not limited to, that which relates to research, development, manufacture, packaging, regulatory status and registration, quality assurance and quality control, drawings, marketing, distribution, licensing, intellectual property protection, or finances) of COMPANY, that is: (i) disclosed to a RECIPIENT in tangible form, including electronic formats, or (ii) disclosed in intangible form to a RECIPIENT, such as given orally to a RECIPIENT.

Confidential Information shall not include any information which: (i) is or becomes lawfully available to RECIPIENT or its affiliates from a source other than COMPANY that is not bound by a confidentiality obligation with respect to such information; (ii) is in the public domain or becomes available to the public other than as a result of a disclosure by RECIPIENT or its affiliates in breach of this Agreement; (iii)was or isindependently developed by employees, consultants, agents, or affiliates of RECIPIENT without reference to confidential information disclosed hereunder; or (iv) is known by RECIPIENT or its affiliates at the time of disclosure by COMPANY to the RECIPIENT, as shown by prior written or electronic records.

2. NonDisclosure of Confidential Information

RECIPIENT acknowledges that the Confidential Information is confidential to, and a valuable asset of, COMPANY. RECIPIENT shall not use Confidential Information for any purpose other than for the purposes of this Agreement. RECIPIENT shall not disclose any Confidential Information to third parties without prior written consent of COMPANY, except that RECIPIENT may disclose Confidential Information to its affiliates, and its and its affiliates directors, officers, employees, consultants, and agents, who need to know the Confidential Information in order to carry out the purposes of this Agreement, and who are contractually obligated not to disclose or use the Confidential Information in breach of this Agreement. RECIPIENT will take reasonable measures to protect the secrecy of, and avoid disclosure or use of, Confidential Information in breach of this Agreement, using no less than the standard of care that RECIPIENT applies to protect its own confidential information of a similar nature. RECIPIENT will notify COMPANY in writing of any misuse or misappropriation of such Confidential Information which may come to its attention.

3. Exception to Mandatory DisclosureThe restrictions on RECIPIENT's disclosure and use of the Confidential Information shall not apply to the disclosure of Confidential Information required by applicable law or by judicial or administrative proceedings to the extent that RECIPIENT is required by applicable law or required by judicial or administrative proceedings to disclose such information; provided, that RECIPIENT shall provide a prompt written notice to COMPANY of such requirement prior to such disclosure and cooperate with COMPANY to appropriately protect against or limit the scope of disclosure of the Confidential Information or otherwise secure confidential treatment of the Confidential Information required to be disclosed.

4. Return of the Confidential Information RECIPIENT shall immediately cease and desist from using Confidential Information upon written request from COMPANY or upon termination of this Agreement (regardless of the reason for such termination) and return or destroy all Confidential Information and any copies of Confidential Information within ten (10) business days thereof, and if destroyed, RECIPIENT shall provide a written certificate evidencing such fact to COMPANY; provided, however, that RECIPIENT may retain one hardcopy of the Confidential Information solely for the purpose of determining RECIPIENTs continuing obligations under this Agreement. 5. No License Granted and No Further Rights, Obligations

Nothing in this Agreement is intended to grant any rights to either Party under any patent, copyright, trade secret or other intellectual property right held by such Party nor shall this Agreement grant RECIPIENT any rights in or to COMPANYs Confidential Information, except the limited right to use such Confidential Information solely for the purposes of this Agreement. Nothing in this Agreement is intended to create or imply any obligations on the part of either Party to negotiate, discuss or enter into any other transaction, understanding or agreement of any kind with the other Party. Neither Party is obligated to supply to, or purchase from, the other Party any goods or services by virtue of having entered into this Agreement. All information, including Confidential Information, provided hereunder is provided strictly as-is and without representation or warranty of any kind as to its accuracy, completeness, freedom from error, or value.

6. Term

This Agreement shall be effective for a period of [six months] as of the Effective Date. RECIPIENTs obligations under this Agreement shall continue for the duration of this Agreement or any agreement relating to the Transaction between COMPANY and RECIPEINT (a Related Agreement), whichever ends later, and shall survive termination or the expiration hereof or thereof, whichever occurs later, for [three (3)] years.

7. Termination

In the event that either Party breaches this Agreement, and fails to remedy such breach within [2 weeks] from the date of receipt of notice from the other Party, this Agreement may be terminated by the other Party.

Either Party may terminate this Agreement if:(a) a bankruptcy or rehabilitation proceeding is commenced against the other Party;(b) a promissory note or a check is returned for insufficient funds; or(c) any Related Agreement is terminated.

8. Applicable Law and Dispute Resolution

This Agreement shall be interpreted and construed in accordance with the laws of the Republic of Korea without consideration to its conflict of laws provisions.All disputes arising out of or in connection with the Agreement shall be finally settled under the exclusive jurisdiction of the Seoul Central District Court.

9.RemediesThe rights and remedies of each Party hereunder are cumulative and no exercise or enforcement by a Party of any right or remedy granted hereunder will preclude the exercise or enforcement by the Party of any other right or remedy that may be available in law, in equity, or otherwise. RECIPIENT acknowledges and agrees that any breach or threatened breach of its obligation of confidentiality of the Confidential Information under this Agreement is likely to cause COMPANY irreparable harm for which money damages may not be an appropriate or sufficient remedy. Notwithstanding any provisions in this Agreement, RECIPIENT therefore agrees that COMPANY is entitled to seek injunctive or other equitable relief to remedy or prevent any such breach or threatened breach of the confidentiality obligations under this Agreement. 10. Non-disclosure of Potential Transaction, including this Agreement

Neither Party will disclose the nature of this Agreement between COMPANY and RECIPIENT, the fact that this Agreement is being entered into between the Parties, or the fact that RECIPIENT and COMPANY have entered into this Agreement (collectively, the Agreement Information) to anyone other than: (a) with respect to COMPANY, the RECIPIENT and COMPANYs employees who have a need to know this Agreement Information and who are contractually obligated to keep this Agreement Information confidential; and (b) with respect to RECIPIENT, COMPANY or RECIPIENTs or its affiliates employees, contractors or agents who have a need to know this Agreement Information and who are contractually obligated to keep this Agreement Information confidential. Each Party will protect the Agreement Information against disclosure not permitted under this Agreement using the same standard of care that the Party applies to protect its own confidential information (which in no event will be less than a reasonable standard of care). A Party may disclose the Agreement Information if required to do so by order of a court or other tribunal of competent jurisdiction so long as the Party, immediately upon receiving notice that disclosure may be required, gives written notice by email and overnight mail to the other Party that the other Party may seek, and the disclosing Party will assist the other Party in seeking, a protective order or other remedy from such court of tribunal.

11. No Assignment

This Agreement may not be assigned by either Party without the prior written consent of the other Party. Any attempted assignment of this Agreement that is not in accordance with this Article 12 is null and void, and has no force or effect.

12. WaiverFailure to insist upon strict compliance with any of the terms, covenants or conditions hereof by a Party will not be a waiver of such term, covenant or condition, nor will any waiver or relinquishment of any right or remedy hereunder at any one or more times be a waiver of such right or remedy at any other time or times.

13. Entire Agreement

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes any and all prior communications, understandings and agreements between the Parties, whether written or oral, express or implied, relating thereto.

14. Severability

If any provision of this Agreement or any obligation hereunder is held to be illegal, invalid, or unenforceable during the term of this Agreement, such provisions shall be fully severable, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.

15. Notice

All notices, instructions, demands, consents, approvals and other communications (Notices) to be given or delivered under or by reasons of the provisions of this Agreement by either Party will be in writing and deemed to have been given (a) when personally delivered, (b) when delivered by professional courier service, or (c) when received if forwarded by registered or certified ail. Notices to the Parties will be sent to the relevant notice address set forth below. A Party may change its notice address provided below and contact person by giving written notice to the other Party in accordance with this Article 15.

To COMPANY

[insert company name][insert company address][insert the name of the contact person]

To RECIPIENT

[insert company name][insert company address][insert the name of the contact person]

16. Miscellaneous

No amendments or modification to this Agreement shall be valid unless in writing and signed by a duly authorized representative of each of the Parties. This Agreement may be executed by the Parties in any number of counterparts, each of which constitutes an original but all of which together constitute one and the same agreement. The Agreement, executed by each Party, may be transmitted to the other Party by facsimile or other electronic means. This Agreement is executed in English. The English text of this Agreement shall prevail over any translations thereof.

IN WITNESS WHEREOF, the Parties have executed this Agreement by each of their authorized signatories as of the date first above written.

[company name][recipient name]

By:

By:

Name:Name:

Title:Title:

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