This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [DATE] by and between SATMED health, with a principal place of business at Hong Kong SAR (“Discloser”), and [RECIPIENT COMPANY NAME], a [Country] with a principal place of business at [RECIPIENT COMPANY ADDRESS] (“Recipient”).

1. Purpose

Discloser may disclose to Recipient certain confidential information relating to Discloser’s business, including but not limited to [LIST SPECIFIC TYPES OF CONFIDENTIAL INFORMATION, E.G., trade secrets, know-how, financial information, marketing plans, customer lists, product designs, technology]. This Agreement governs the use and protection of such confidential information.

2. Definitions

“Confidential Information” means any and all information disclosed by Discloser to Recipient, whether orally or in writing, that is designated as confidential or that, under the circumstances surrounding its disclosure, ought reasonably to be considered confidential. Confidential Information shall include, but not be limited to, the information specifically listed in Section 1 above.

“Recipient” shall mean Recipient, its officers, directors, employees, contractors, consultants, and agents who have a need to know such Confidential Information in connection with the purposes of this Agreement.

3. Obligations of Recipient

Recipient agrees to:

* Hold all Confidential Information in the strictest confidence.
* Use Confidential Information only for the purposes of [STATE SPECIFIC PURPOSES, E.G., evaluating a potential business relationship, conducting due diligence].
* Not disclose Confidential Information to any third party without the prior written consent of Discloser.
* Use reasonable care to protect the confidentiality of Confidential Information, using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.
* Return or destroy all Confidential Information (and all copies thereof) upon Discloser’s written request or upon termination of this Agreement, whichever occurs first.
* Not use Confidential Information for any purpose other than as expressly permitted under this Agreement.
* Not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software that constitutes Confidential Information.

4. Exceptions

Recipient shall not be obligated to maintain the confidentiality of any information that:

* Is or becomes publicly known through no fault or breach of this Agreement by Recipient.
* Was rightfully in Recipient’s possession prior to its disclosure by Discloser.
* Is independently developed by Recipient without the use of Confidential Information.
* Is lawfully received by Recipient from a third party without any obligation of confidentiality.
* Is required to be disclosed by law, regulation, or court order, provided that Recipient shall use reasonable efforts to give Discloser prior written notice of such required disclosure and to obtain a protective order or other appropriate relief to limit the disclosure.

5. Remedies

In the event of any breach of this Agreement by Recipient, Discloser shall be entitled to all available legal and equitable remedies, including but not limited to injunctive relief, damages, and specific performance.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong SAR.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written.

8. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

9. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:

If to Discloser:
SATMED Health

If to Recipient:
[RECIPIENT COMPANY NAME]
[RECIPIENT COMPANY ADDRESS]

or to such other address as either party may designate in writing from time to time.

10. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

11. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed to be original signatures for all purposes of this Agreement.

12. Interpretation

The headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.