MUTUAL NONDISCLOSURE AGREEMENT


This Mutual Nondisclosure Agreement (this “Agreement”), between JoyWay Limited Trade Development ("Company") and ("Moderator"), in which the Moderator agrees to test a virtual reality game(-s) known as STRIDE (AGAINST, OUTLIER) (the "Game") and keep Company aware of the test results. Each Moderator and JoyWay LTD may be referred to herein individually as a “Party”, or collectively as the “Parties”.


In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

Purpose
The Parties wish to explore a business opportunity of mutual interest (the “Opportunity”), and in connection with the Opportunity, each Party has disclosed, and may further disclose certain confidential technical and business information (in such capacity a Party disclosing the information, the “Discloser”) to the other Party (in such capacity a Party receiving the information, the “Recipient”), that Discloser desires Recipient to treat as confidential.


Confidential Information

• Definition

“Confidential Information” means (a) any information disclosed (directly or indirectly) by Discloser to Recipient that is in written, graphic, machine readable or other tangible form (including, without limitation, documents, software, prototypes, samples, data sets, and plant and equipment); (b) any information disclosed (directly or indirectly) by Discloser to Recipient not depending on the methods of data transmission; (c) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself (including, without limitation, any financial information, marketing plans, business strategies, plans, proposals, and prospect and customer lists, research, development, know-how, computer software, models, designs, source code, techniques, systems, processes, works of authorship, projects, plans, proposals, flow charts, activation keys, commercial results, main concept, budget and sales of the Disсloser's projects); and (d) the existence of this Agreement, its terms, the fact that the Parties are discussing the Opportunity, and oral and written communications between the Parties regarding the Opportunity (including any proposed terms of the Opportunity).

• Exceptions

Confidential Information shall not, however, include any information that (i) is or becomes available to the public through no breach of this Agreement; (ii) was previously known by Recipient without any obligation to the Discloser to hold it in confidence; (iii) is obtained by Recipient from a third party reasonably believed by Recipient being free to disclose such information without restriction (for the avoidance of doubt Recipient shall not have a duty to investigate whether the third party has such right to disclose); (iv) is independently developed by Recipient without the use of Discloser’s Confidential Information; or (v) is approved for release by written authorization of the Discloser, but only to the extent of such disclosure.

• Compelled Disclosure

Notwithstanding anything contained herein to the contrary, if Recipient is required to disclose any Confidential Information due to any government or judicial order, or the request of any applicable stock exchange, Recipient will, to the extent feasible and legally permissible, provide Discloser prompt written notice, and will use reasonable efforts to assist Discloser in seeking a protective order or another appropriate remedy if available. If Discloser fails to obtain a protective order or another appropriate remedy, the Recipient will use reasonable efforts to furnish only that portion of the Confidential Information that is required to be disclosed. In the event that the Recipient complies fully with the provisions of this paragraph, such disclosure may be made without any liability hereunder. Any Confidential Information disclosed pursuant to this paragraph shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

Nonuse and Nondisclosure
Recipient shall not use any Confidential Information of Discloser for any purpose except to evaluate and engage in discussions concerning the Opportunity. Recipient shall not disclose any Confidential Information of Discloser to third parties, except that subject to Section 4 below.

Maintenance of Confidentiality
Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Discloser. Without limiting the foregoing, Recipient shall take at least those measures that it employs to protect its own confidential information of a similar nature. The Recipient shall promptly notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of the Discloser’s Confidential Information of which the Recipient becomes aware.

No Obligation
Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Opportunity. Nothing in this Agreement shall be construed to restrict either Party’s use or disclosure of its own Confidential Information.

No Warranty
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF THE RECIPIENT.

Return of Materials
All documents and other tangible objects containing or representing Confidential Information that has been disclosed by Discloser to Recipient, and all copies or extracts thereof or notes derived therefrom that are in possession of Recipient, shall be and remain the property of Discloser and shall be promptly returned to Discloser or destroyed (with proof of such destruction), each upon Discloser’s written request where a written request includes correspondence by e-mail and other telecommunications channels. Notwithstanding the preceding sentence, Recipient may retain one copy of any item of written Confidential Information for record retention purposes only and such retained Confidential Information shall continue to be subject to the obligations herein.

No License
Nothing in this Agreement is intended to grant any rights to Recipient under any patent, mask work right, or copyright of Discloser, nor shall this Agreement grant Recipient any rights in or to the Confidential Information of Discloser except as expressly set forth in this Agreement.

Term
The obligations of the Recipient hereunder shall terminate two (2) years after the Effective Date.

Miscellaneous

• This Agreement will be interpreted and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, without regard to conflict of law principles.
• Recipient agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Discloser, entitling Discloser to seek injunctive relief in addition to all legal remedies.
• Other than in connection with injunctive relief sought pursuant to Paragraph B, each Party agrees that all disputes shall be exclusively referred to and finally settled in accordance with the laws of Hong Kong.
• This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign or otherwise transfer this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, reorganization, consolidation, or sale of all or substantially all of the assets to which this Agreement pertains, provided that the assigning Party provides prompt written notice to the other Party prior to any such permitted assignment. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void. Each Party hereby represents and warrants that the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind such Party thereto.
• This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written and oral agreements between the Parties regarding the such subject matter.
• Recipient shall not have any obligation, express or implied by law, with respect to trade secret or proprietary information of Discloser disclosed under this Agreement except as set forth herein.
• If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
• No provision of this Agreement may be waived except by a written executed by the Party against whom the waiver is to be effective.
• A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement.
• No provision of this Agreement may be amended or otherwise modified except by a written signature by the Parties to this Agreement.
• The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


Date: Feb 10, 2023