NDA Template

Short-Form Template — Last updated 15 July 2025

1. Parties & Effective Date

This Mutual Non-Disclosure Agreement (“Agreement”) is made as of _______ 20__ (“Effective Date”) between:

• Disclosing/Receiving Party A: BERBEST LIMITED (d/b/a “Collab”), Room 511, 5/F, Ming Sang Industrial Bldg, 19-21 Hing Yip St, Kwun Tong, Hong Kong, and
• Disclosing/Receiving Party B: ____________________________________________
• (legal name, address)

Collab and Party B are each a “Party” and together the “Parties.”


2. Purpose

The Parties wish to explore a potential commercial partnership or other business relationship (“Purpose”) and will exchange certain non-public information as part of that evaluation.


3. “Confidential Information”

“Confidential Information” means any information disclosed by a Party—whether oral, written, digital, or visual—that is (a) marked or identified as confidential, or (b) should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. It includes but is not limited to financial data, customer metrics, product roadmaps, business plans, code, and personal data.


4. Exclusions

Confidential Information does not include information that the receiving Party can prove:

1. was publicly available at the time of disclosure or becomes public through no fault of the receiving Party;
2. was already lawfully known to the receiving Party without restriction;
3. is independently developed by the receiving Party without use of the disclosing Party’s information; or
4. is rightfully received from a third party without breach of any duty.

5. Obligations of the Receiving Party

• Use Confidential Information solely for the Purpose.
• Protect it with at least the same care the receiving Party uses for its own similar information (and no less than reasonable care).
• Limit access to employees, contractors, or advisers who need to know and are bound by confidentiality obligations at least as restrictive as this Agreement.
• Not disclose Confidential Information to any third party without the disclosing Party’s prior written consent.
• Promptly notify the disclosing Party of any unauthorised disclosure.

6. Compelled Disclosure

If the receiving Party is legally compelled to disclose Confidential Information, it shall (where lawful) give prompt written notice to allow the disclosing Party to seek protective measures. Only the minimum required information may be disclosed.


7. Term & Survival

This Agreement starts on the Effective Date and lasts two (2) years. The confidentiality obligations survive for three (3) years after the last disclosure, except trade secrets, which remain protected as long as they qualify as trade secrets under applicable law.


8. Return or Destruction

Upon written request, the receiving Party will promptly return or permanently destroy all Confidential Information (including copies) and certify completion, except that one archival copy may be retained solely for legal compliance.


9. No Licence or Obligation

Nothing in this Agreement:

• transfers ownership of intellectual property;
• requires either Party to proceed with any transaction; or
• constitutes a warranty of accuracy or completeness.

10. Remedies

Unauthorised use or disclosure may cause irreparable harm. The disclosing Party is entitled to seek injunctive relief in addition to any other remedies at law or equity, without posting bond.


11. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Hong Kong. Any dispute not resolved amicably within 30 days shall be finally settled by confidential arbitration under the HKIAC Administered Arbitration Rules; seat Hong Kong; language English.


12. Miscellaneous

• Entire Agreement. This document is the Parties’ entire NDA and supersedes prior NDAs on the same Purpose.
• Amendments. Must be in writing and signed by both Parties.
• Assignment. Neither Party may assign this Agreement without the other’s written consent, except as part of a merger or sale of substantially all assets.
• Counterparts. Signatures may be exchanged electronically and in counterparts, each of which is deemed an original.

13. Signatures