MUTUAL CONFIDENTIALITY AGREEMENT

　
This AGREEMENT made and entered into this Ｘ (月／日／年）    by and between and HAD Investment and Finance Corp. 15507 S. Normandie Ave, Suite 156, Gardena, California 90248 USA and (Stated/Signed party in the page 3)　Ｘ　（氏名、又は会社名、そして住所）

　
A. The parties each have certain devices and valuable confidential information consisting of proprietary data, products, prototypes, software, inventions, trade secrets, drawings, plans and lists of customers and suppliers relating to                Ｘ　（商品名）　　                             　(the “Business”).

　
B. For the purpose of determining whether to enter into business relationship, each party desires access to certain information and devices of the other relating to the Business, and is willing to accept to such information and devices subject to the following conditions.

　
THEREFORE, the parties agree as follows:

　
1.“Confidential Information” is defined as:
a. any written information disclosed by one Party to the other relating to the Business which is marked as being "Confidential" or "Proprietary" or other words of similar meaning;
b. information disclosed by one Party to the other orally or visually relating to the Business if the same is identified as being confidential in a writing which is provided to the Receiving Party with thirty(30) days after the disclosure;

and
c. "Devices" are defined as any apparatus or tangible things disclosed   by one Party to the other relating to the Business.

　
2. The Parties acknowledge that Confidential Information shall not include any information which:
a. is or becomes publicly known through no wrongful act of the Receiving Party:
b. is already known to the Receiving Party at the time of disclosure; or
c. is rightfully received by the Receiving Party from the party without breach of this Agreement; or
d. is independently developed by the Receiving Party without breach of this Agreement; or
e. is approved for release or use by written authorization from the Disclosing Party which specifically refers to this Agreement by name and date
3. Unless expressly authorized by the Disclosing in writing, which refers by name and date to this Agreement, the Receiving Party shall retain the Confidential information and Devices in confidences for a period of five(5) years from the date of access thereto, shall not disclose the Confidential Information and Devices to any third party during said time period, and shall not use the Confidential Information and Devices for its benefit of any third party during same time period. A third party means a person or entity, not a party to this Agreement and includes but not limited to parent, subsidiary, and other corporation affiliated or otherwise related to the Receiving Party.

　
4. Notwithstanding any other provision of this Agreement, the Receiving Party shall never disclose to any third party that:
a. the Disclosing Party was the source of the Confidential Information or Devices;   or
b. the Disclosing Party uses, is pursuing, or has pursued Devices, compositions, or method relating to the Confidential Information even if such Devices, compositions, or methods themselves are or become publicly.

　
5. The Receiving Party, if a corporation or other entity, shall limit dissemination of Confidential Information and Devices to only its employees who(i) have a need to know, (ii)are advised of the Receiving Party's obligations under this Agreement, and (iii)agree to personally honor said obligations and treat the Confidential Information as if it were confidential information of the Receiving Party.

　
6. The Receiving Party shall return to the Disclosing Party upon request writings and other storage media containing Confidential Information except that one copy of same may be retained only for purposes of enabling the Receiving Party to satisfy its obligation under this Agreement.

　
7. Any transfer of a Device from the Disclosing Party to the Receiving Party pursuant to this Agreement shall only grant the Receiving Party the right of temporary custody; ownership of such Device shall remain with the Disclosing Party. Devices in the custody of the Receiving Party shall be returned to the Disclosing Party at the expense of the Receiving Party immediately upon the written request of the Disclosing Party.

　
8. No patent, copyright, or trademark right or license is grant by this Agreement.

　
9. If the Receiving Party is subject to an order by the court having jurisdiction over the Receiving Party requiring the disclosure of Confidential Information or Devices, the Receiving Party shall promptly notify the Disclosing Party and give it an opportunity to take any action it believes appropriate to safeguard its Confidential Information and Devices prior to any disclosure by the Receiving Party. The Receiving Party shall cooperate in obtaining a suitable protective order if the Disclosing Party desires to pursue a protective order.

　
10. This Agreement does not obligated either Party to disclose any information to the other Party.

　
11.

The Receiving Party shall not export, directly or indirectly, any technical data or information acquired from the Disclosing Party under this Agreement or any products utilizing such data or information any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

　
12. If any action is brought to enforce this Agreement or for its violation, the Party ultimately prevailing in such action shall be entitled to recover from the other Party its reasonable legal frees and related expenses incurred in such action and any appeals. The Party acknowledge that only such action shall be brought in an appropriate court within the State of Virginia and that they consent to the jurisdiction of such court.

　
13. This Agreement constitutes the complete understanding between the Parties of each each party's obligations to the other Party relating to the Confidential Information and Devices; all prior understandings relating thereto are merged herein and superseded by this Agreement. This Agreement shall be construed in accordance with the law of Virginia and can be modified only by a written document executed by an Authorized Representative of the Parties which refers to this Agreement and includes a copy of this Agreement as an attachment.

　
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly Authorized Representative as of the date first above written.

　

HAD Investment & Finance Corp.

　

　

Kenny K. Sotomura, CFO                       　　     Date 

　

　

X (氏名／会社名）

　

　

X 署名

X（活字体：氏名／肩書き）                   Date 

　

　

　

CC:

CCC:

　

　

*　プリントアウトをして署名の上、ファックス 310-329-7625 して下さい。

■Non-circumvention Agreement（非迂回/機密保持同意書)①  　■Mutual Confidentiality Agreement（機密保持同意書)②

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