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Mutual Non-disclosure Agreement

NonDisclosure Agreement NDA

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 This NonDisclosure Agreement NDA involves

CHINA VALVES TECHNOLOGY, INC | China Valves Technology Inc

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Title: MUTUAL NON-DISCLOSURE AGREEMENT
Date: 12/19/2012
Industry: Misc. Fabricated Products     Sector: Basic Materials

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Exhibit 10.2

MUTUAL NON-DISCLOSURE AGREEMENT

     This Mutual Non-Disclosure Agreement (this “Agreement”) entered into this by and between:

      China Valves Technology Inc.
      226 Jinshui Road Kineer Plazza, 
      21F, Room 2101,Zhengzhou,Henan,P.RChina

     (Hereinafter referred to as the "the Company")

     And

      Zhaonian Du

     (Hereinafter referred to as the " Participant ")

     in Zhengzhou, Henan .

     The Company is as a disclosing Party (the "Discloser") and the Participant is as a receiving Party (the "Recipient") under this Agreement, and collectively the “Parties”.

      WITNESS :

      WHEREAS each of China Valves Technology Inc. and the Participant possess certain proprietary valuable and confidential information and technology; and

      WHEREAS the Parties desire to enter into discussions for the Purpose of evaluating the possibility of cooperation or deal in China and for such other purposes as the Parties may agree in writing (the “Purpose”).

      WHEREAS in order to determine their interest in entering into such a business transaction, the Parties wish to exchange or to provide one another with access to their respective “Confidential Information” (as defined below), without undermining its confidential nature and economic value;

      NOW THEREFORE , in consideration of the mutual undertakings and promises herein, the Parties hereto hereby agree as follows:

     1. Confidential Information

     1.1 The term " Confidential Information " means any and all information and know-how of a proprietary, private, secret or confidential nature, in whatever form, that relates to the business, financial condition, technology and/or products of the Discloser, its customers, potential customers, suppliers or potential suppliers, provided or disclosed to the Recipient by the Discloser, or any on its behalf, or which otherwise becomes known to the Recipient, whether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustration and not limitation, Confidential Information includes all forms and types of financial, business, technical, including but not limited to specifications, designs, techniques, processes, procedures, methods, compilations, inventions and developments, products, samples, algorithms, computer programs (whether as source code or object code), data, marketing and customer information, vendor information, personal information, projections, plans and reports, and any other data, documentation, or information related thereto, as well as improvements thereof, whether in tangible or intangible form, and whether or not stored, compiled or memorialized in any media or in writing, including information disclosed as a result of any visitation, consultation or information disclosed by Parties to this Agreement or other parties on their behalf such as consultants, clients, suppliers and customers, etc. The Discloser shall determine in its sole discretion what information and materials it shall disclose to the Recipient.


     1.2 Confidential Information shall not include information or matter that the Recipient can demonstrate by reasonable and tangible evidence to the Discloser’s reasonable satisfaction, that: (a) was already known to the Recipient prior to its disclosure pursuant to this Agreement, or was independently developed by the Recipient thereafter without reference to or use of the Confidential Information of the other Party; (b) has become a part of the public knowledge, without a breach of this Agreement by the Recipient; or (c) shall have been received by the Recipient from another person or entity having no confidentiality obligation to the Discloser; or (d) is explicitly approved in writing by the Discloser for release by the Recipient; or (e) is disclosed pursuant to a court order, or to the extent required under any applicable law, provided the Recipient at the request and expense of the Discloser, uses reasonable efforts to limit such disclosure to the extent requested and further provided that, to the extent permissible by law, such disclosure will only be made at the latest time legally allowed and after notice is given to the Discloser, as soon as practicably possible, allowing it to take legal measures to prevent the disclosure.

     2. Obligations of the Recipient

     2.1 Subject to Clause 3.6 below, the Recipient shall treat all Confidential Information of the Discloser as strictly confidential and secure, using the same degree of care the Recipient uses to protect its own confidential information, but in any event not less than high standard of care, and without the prior written consent of the Discloser:

 

a)

Shall not exploit or make use, directly or indirectly, and/or copy, duplicate or reproduce such Confidential Information, for any other purpose other than for the Purpose;

 

 

 

 

b)

Shall protect and safeguard the Confidential Information against any unauthorized use, disclosure, transfer or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event with less than high care;

 

 

 

 

c)

Shall not use any Confidential Information to compete or obtain any competitive or other advantage with respect to the Discloser;

 


 

 

d)

Shall restrict its internal disclosure of the Confidential Information only to those employees who clearly have a need-to-know of such Confidential Information, and then only to the extent of such need-to-know and strictly for the Purpose;

 

 

 

 

e)

Shall not disclose or transfer, directly or indirectly, the Confidential Information or any part thereof, or any document or other material (in any medium), which contains, summarizes or embodies the Confidential Information or any part thereof, to any person, firm, corporation or any other entity, at any time unless it was authorized by the Discloser in advance; It being understood that any disclosure of Confidential Information to any transferee will be made (A) only on a need to know basis solely for the Purpose and (B) only to such transferees who have agreed in writing, prior to and as a condition for disclosure thereto, to (x) keep the confidentiality of such Confidential Information and (y) be bound to the confidentiality obligations of this Agreement (as if it had originally been named as


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