Confidentiality & Non-Circumvention Agreement
This Agreement is entered into as of by and between:
FJP Property Holdings Limited, a company incorporated under the laws of Hong Kong, with its principal place of business at 2301, Bayfield Building, 99 Hennessy Road, Wanchai, Hong Kong (hereinafter referred to as the “Disclosing Party”),and, with its registered office at:
, with ,(hereinafter referred to as the “Receiving Party”).
Each a “Party” and collectively the “Parties”.
To explore potential commercial collaboration, the Disclosing Party may share certain sensitive, proprietary, or confidential information. This Agreement outlines both Parties’ commitment to protect such information and to prevent any circumvention.
“Confidential Information” means all non-public information disclosed in any form (oral, written, electronic, visual, or other), including but not limited to:
Financial data, business plans, strategies, technical material, customer lists, internal processes, pricing, or operations;
Any information marked or stated as “confidential”;
Any copies or reproductions of such information;
The existence of this Agreement and the nature of the relationship between the Parties.
Confidential Information does not include information that:
Was already lawfully known to the Receiving Party before disclosure;
Becomes public through no breach of this Agreement;
Is disclosed legally by a third party without restriction;
Is required to be disclosed by law or legal process, provided the Disclosing Party is notified promptly where possible.
The Receiving Party agrees to:
3.1 Maintain strict confidentiality of all Confidential Information;3.2 Not disclose the information to any third party without prior written consent from the Disclosing Party;3.3 Use the information solely for the purpose of assessing potential business with the Disclosing Party;3.4 Take all reasonable measures to protect the information at least as securely as its own confidential data.
The Receiving Party agrees not to circumvent or bypass the Disclosing Party in any business dealings related to introductions, contacts, opportunities, investors, projects, or business relationships disclosed through the Disclosing Party.
This includes avoiding direct contact, negotiation, or commercial engagement with any individuals, businesses, or institutions introduced by the Disclosing Party, without written permission.
A breach of this clause will render the Receiving Party liable for any lost business or profits and entitle the Disclosing Party to equitable relief, including but not limited to injunctive remedies and compensation.
This Agreement will remain in effect for two (2) years from the date of execution.Upon termination or at the request of the Disclosing Party, the Receiving Party will return or destroy all Confidential Information, including any copies or summaries thereof.
All Confidential Information remains the property of the Disclosing Party. No license, title, or interest is granted to the Receiving Party under any patents, copyrights, trade secrets, or other intellectual property.
The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information. The Disclosing Party shall not be liable for any damages arising from its use.
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.Any disputes shall be resolved exclusively in the courts of Hong Kong.
This document constitutes the complete agreement between the Parties and supersedes all prior understandings. It may only be amended in writing and signed by both Parties.
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Signed by Jamie Johnson Signed On: July 1, 2025
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Document Name: Confidentiality & Non-Circumvention Agreement
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