Confidentiality Agreement

This confidentiality agreement is signed by (registered address:, zip code), and Hangzhou Go Top Peptide Biotech Co., Ltd. (Address: Room 501, Building 1, No. 600, Yinhai Street, Qiantang New District, Hangzhou 310018, Zhejiang, P.R.China.), signed on the day of the year ("Signature Day").

Whereas, the parties to the agreement will discuss and evaluate business cooperation ("purpose"), for which purpose the parties will mutually disclose confidential information. Therefore, the two parties have reached the following agreement in accordance with the relevant provisions of the "Contract Law of the People's Republic of China" and other laws and regulations:


1. Definition

1.1 "Affiliated party" refers to other parties that a party directly or indirectly controls, is controlled by, or is under common control with that party.

1.2 "Confidential information" refers to all confidential information marked with "confidential" or made by one party or on behalf of the party (the "disclosing party") under this agreement to the other party (the "receiving party") or its affiliates. Such stated information and materials, including but not limited to any information related to the following materials: procurement requirements and production, pricing, business, research, technical data, products, services, product or service plans, customers and potential customers , Marketing and marketing, financial status, employee status (including employee salary), development, software, invention, process, design, drawings, engineering, formulas, specifications, reagents, cell lines, nucleic acid sequences, amino acid sequences, protein purification solutions, biology Materials, technical reports, business plans (including exploring the possibility of cooperation), and agreements signed with third parties, etc. The existence, terms and objectives of this agreement, as well as any disputes related to the agreement and the results of any arbitration procedures are confidential information of both parties.

1.3 "Control" means that one party holds 50% or more of the other party's stocks or all other rights and interests, or has the right to make decisions on the management or policies of the other party.

1.4 "Associated persons" refer to the directors, executives, employees, agents, consultants, legal, financial, accounting and other advisors of a party and its related parties.

1.5 "Disclosure" means that one party informs and provides confidential information to the other party in writing, electronically or verbally.

2. Recipients of confidentiality obligations and their affiliates must ensure that: (a) Keep confidential information confidential and take the same care as your own confidential information, and such attention must not be lower than a reasonable standard; (b) confidential information must not be considered Used for any purpose other than the purpose stipulated in this agreement; (c) does not disclose confidential information to any third party, but (i) the receiving party’s affiliates need to understand the confidential information for the purpose of this agreement and guarantee that it will be treated Under the premise of strict confidentiality, and (ii) in the case of disclosure within the scope required by applicable laws or within the reasonable scope required for the claim or defense in litigation or arbitration, the receiving party shall give the disclosing party a prior written notice of the disclosure Except when confidentiality measures have been taken with reasonable efforts; and (d) Once it is discovered that the confidential information has been leaked or the confidential information has been leaked due to one's fault, effective measures shall be taken to prevent further expansion of the leak, and the disclosing party shall be notified in time.


3. The recipient undertakes not to use the confidential information provided by the disclosing party through reverse engineering.


4. Exceptions The confidentiality obligations stipulated in Article 2 of this agreement do not apply to the following confidential information: (a) Confidential information is public information, or after disclosure, it becomes public information not due to the fault of the recipient or its affiliates, (b) ) The receiving party has sufficient evidence to prove that the confidential information has been obtained by the receiving party or its affiliates in accordance with the law before the disclosure, (c) The confidential information is obtained from a third party that does not have confidentiality obligations to the disclosing party and its affiliates, (d) The receiving party can Prove that the corresponding information was independently developed by the recipient or its affiliates in addition to the confidential information, (e) the recipient has obtained the prior consent of the disclosing party and released it, and (f) is disclosed in accordance with the law.


5. Return of Confidential Information If the disclosing party requests in writing, the receiving party shall destroy it immediately or return all the confidential information at the expense of the disclosing party, but (a) the receiving party may keep only the legal documents for the purpose of archiving A copy of confidential information and (b) the digital backup files generated in the conventional archive backup system may not be deleted. After the receiving party returns or destroys the confidential information according to the request of the disclosing party, the confidentiality obligations assumed by it will not be exempted.


6. No guarantee All confidential information is provided "as is". The parties do not make any express, implied or other guarantees for the accuracy, completeness, marketability, and applicability of the confidential information for specific purposes.


7. Failing to license any content of this agreement does not grant one party (a) the transfer, license or other rights of any intellectual property rights of the other party, or (b) any rights regarding the confidential information of the other party, unless expressly stipulated in this agreement .


8. Time limit This agreement will be effective from the date of signing after both parties have signed it, and the confidential information involved or disclosed in this agreement will remain in effect until it becomes public information. That is, from the date of receipt of the information, until the confidential information becomes public information, the receiving party shall assume the obligation of confidentiality in accordance with this agreement.


9. Liability for breach of contract

Any breach of this agreement by either party constitutes a breach of contract, and the breaching party shall compensate the other party for all economic losses caused by the breach. After the breaching party assumes the liability for compensation, the confidentiality obligation it shall bear is not exempted as a result.


10. Application of law and arbitration

10.1 The laws of the People's Republic of China apply to all matters under this agreement.

10.2 Both parties shall negotiate in good faith to resolve any disputes, disputes, or claims arising from or related to this agreement, including the conclusion, application, breach, termination, validity, or execution of the agreement. Negotiations shall be carried out immediately after one party makes a request for negotiation with the other party. If the relevant dispute, dispute, or claim cannot be resolved within 30 days after one party submits a negotiation request, it shall be submitted to arbitration for settlement. The arbitration shall be conducted by the China International Economic and Trade Arbitration Commission ("arbitration agency"). The arbitration will be conducted in accordance with the arbitration rules of the arbitration agency in force at that time, unless the relevant provisions are modified or the parties agree to modify it. The language of the arbitration shall be Chinese. The arbitrator will use the method of in-court debate to hear the arbitration matters. The arbitration process shall be confidential, and the arbitrator may issue appropriate protection orders to protect the confidential information of all parties. During the arbitration, both parties shall continue to implement this agreement. The arbitration award will set out the reasons for the award in writing and is ultimately binding on both parties. The ruling may be enforced by a court having jurisdiction over the parties or their assets. Despite the foregoing agreement, the parties to the agreement have the right to sue for an injunction or other fair relief before the arbitration award is made.


11. No obligation. Under this agreement, neither party is obliged to sign an agreement or facilitate any other relationship or conduct any transaction. Either party has the right to terminate the negotiation for the relevant purpose under this agreement at any time in writing.


12. Other regulations

10.3 If any clause of this agreement is judged to be invalid, illegal or unenforceable, (a) the clause will be a new clause reached by the parties to the agreement, or if it is not reached, it will be effective and enforceable as best reflecting the intentions of both parties. And (b) The other terms of this agreement shall remain valid as if there were no invalid, illegal or unenforceable terms when the original agreement was signed.

10.4 No party may assign this agreement without the other party's prior written consent. Any so-called transfer that violates this regulation is invalid.

10.5 This agreement contains all the agreements reached by both parties on the matters mentioned in this agreement.

10.6 A party's failure to exercise or delay in exercising the rights under this agreement does not constitute a waiver of the right, nor does it affect the right or other rights in other ways.

10.7 Any modification, waiver or other modification of the terms of this agreement must be clearly signed by both parties to be effective.

10.8 One or more texts of this agreement can be signed, and each text shall be regarded as the original of this agreement, and all texts together constitute one and the same legal document. The fax or PDF version of this agreement containing the signature on behalf of one of the parties shall have legal effect and be binding on that party.


[Signature page attached]

This agreement was signed on the date set out in the preface on the homepage.

                                                                                                     Hangzhou Go Top Peptide Biotech Co., Ltd.

Signature:______________________________                                        Signature:______________________________


Name:                                                                                           Name:


Position:                                                                                        Position:

Tel: +86-571-88211951 , 88211921. Fax:+86-571-88211907
Email: sales@gotopbio.com, Sales1@gotopbio.com
Add: Room 501, Building 1, No. 600, Yinhai Street, Qiantang New District, Hangzhou 310018, Zhejiang, P.R.China. 浙ICP备18017542号-1