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Non-Disclosure Agreement This Non-Disclosure Agreement (this “Agreement”), effective upon the date of each electronic acceptance by the Translator of a Translation Request (as such terms are defined below) (the “Effective Date”), is entered into by and between the customer (a ”Customer” or the “Disc...

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Non-Disclosure Agreement Angelina Tan

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Non-Disclosure Agreement This Non-Disclosure Agreement (this “Agreement”), effective upon the date of each electronic acceptance by the Translator of a Translation Request (as such terms are defined below) (the “Effective Date”), is entered into by and between the customer (a ”Customer” or the “Disclosing Party”) submitting a request for a translation through the Say Hello online translation platform consisting of a community marketplace for the ordering and provision of translation services (the “Translation Platform”) provided by Say Hello Global Inc., a Delaware corporation having offices at 8 The Green Suite #7244, over, Delaware 19901 (“Say Hello” or the “Company”) and the Translator (the “Translator”, the “Recipient”, or “you”) (the Customer and the Translator are each herein referred to individually as a “Party”, and collectively as the “Parties”). In consideration of the covenants and conditions contained herein, the Parties hereby agree as follows: Translation Services The Customer wishes to retain you (the Translator) as an independent contractor to provide translation services (the “Services”), and in connection with the Services, the Customer its respective shareholders, directors, officers, employees, representatives, advisors and/or agents (collectively the “Customer Representatives”) may disclose (or have disclosed) to you certain information concerning the Customer and/or its business of a confidential nature which they wish to protect and ensure remains confidential. In consideration of furnishing you with such information, the Company requests your agreement to the following: What is Confidential Information? 1. In this agreement Confidential Information means: a. any and all information and materials (whether or not designated as “confidential” at the time of disclosure) in whatever form (including in written, oral, visual, electronic, or other tangible or intangible form) relating or connected to the Customer or the Services that is disclosed to you directly or indirectly and whether before or after the date hereof by any Customer Representative, or which comes to your attention in connection with the Services (Confidential Information may also include information of a third party that is in the Customer’s possession and is disclosed to you hereunder); b. all memoranda, notes, analyses, studies, data, reports, forecasts, records, interpretations, translations and other material prepared by you or your shareholders, directors, officers, employees, representatives, advisors and/or agents (collectively, “your Representatives”) which contain, reflect, or are based in whole or in part on the information provided to you; and c. the existence and contents of this Agreement and the fact that you are undertaking the Services and all documentation negotiated or concluded in connection with the Services, but excludes information: i. which is, or subsequently becomes, generally known to the public other than as a direct or indirect result of the information being disclosed in breach of this Agreement; ii. you can establish, from your written files and records, that (1) you found out from a source not connected with the Customer and that such source is not (to your knowledge) under any obligation of confidence in respect of that information; or (2) was known to you before its disclosure to you and that you were not under any obligation of confidence in respect of that information; or iii. we agree in writing is not confidential. Any reference to "including" shall be construed as a reference to "including without limitation", so that any list of items or matters appearing after the word "including" shall be deemed not to be an exhaustive list, but shall be deemed rather to be a representative list, of those items or matters forming a part of the category described prior to the word "including". Confidentiality Obligations 2. In return for the Customer or a Customer Representative making Confidential Information available to you, you shall: a. keep the Confidential Information strictly confidential, protecting it with the degree of care and security measures that you would apply to your own confidential information; b. use the Confidential Information solely with respect the provision by you of the Services and not use the Confidential Information for any other purpose including for your own benefit (whether directly or indirectly) or the benefit of a third party; c. not directly or indirectly disclose the Confidential Information (or allow it to be disclosed or accessed), in whole or in part, to any person (except your Representatives on a need to know basis) unless permitted by this Agreement; d. inform the Customer promptly on becoming aware, or suspecting, that an unauthorized person has become aware of Confidential Information or has disclosed the Confidential Information to third parties. Permitted Disclosure 3. Subject to Clause 4 below, you may disclose Confidential Information only to such of your Representatives as is reasonably necessary for the purpose of the provision of the Services, however, you must: a. inform any person to whom you disclose the Confidential Information that the information is confidential in nature (owned by a third party) and must be treated as such; and b. procure that any person to whom you disclose the information complies with this Agreement as if they were a party hereto, and if the Customer so requests, enters into a confidentiality agreement with the Customer on terms equivalent to those contained herein. With respect to any disclosure by you pursuant to this Clause, you shall remain responsible for any breach of this Agreement by the recipients of the Confidential Information, save if the relevant party has executed a confidentiality undertaking with the Customer substantially in the form hereof. 4. You may also disclose Confidential Information solely to the extent required by any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body, however prior to making such disclosure, you shall (to the extent permitted by law): a. inform the Customer of the full circumstances of the requirement and the Confidential Information that is proposed to be disclosed, and take all such steps as may be reasonable and practicable in the circumstances to agree the nature and scope of such disclosure with the Customer before making the disclosure; b. consult with the Customer as to possible steps to avoid or limit disclosure and take those steps where they would not result in significant adverse consequences to you; c. use reasonable endeavors to obtain reliable assurances as to confidentiality from the body to whom the information is to be disclosed; d. where the disclosure is by way of public announcement, agree the wording with the Customer in advance of disclosure; and e. provide the Customer (if requested and at the Customer’s cost) a copy of a legal opinion indicating that such disclosure is necessary. If you are unable to inform the Customer before any Confidential Information is disclosed, you shall (to the extent permitted by law) inform the Customer promptly after the disclosure of the full circumstances of the disclosure and the information that has been disclosed. You shall cooperate reasonably with the Customer (at the Customer’s cost) if the Customer decides to bring any legal or other proceedings to challenge the validity of the requirement to disclose Confidential Information or to obtain a protective order or other remedy.

Return of Confidential Information 5. You hereby acknowledge that none of the Confidential Information constitutes your property and its disclosure to you shall not give you any rights whatsoever, by license or otherwise, in respect of any part of such Confidential Information beyond the rights expressly set forth herein. 6. Whenever requested by the Customer, and upon termination or expiration of this Agreement (for whatever reason), you shall at your expense promptly: a. return to the Customer, all Confidential Information provided to you, will not make or retain any copies of them; b. destroy all documents, disks or other media in your possession created by you or by any of your Representatives, or on your or their behalf, including any third party reports, which contain or reflect or are generated from any Confidential Information; and c. erase from any computer under your control any document, disk or file containing, reflecting or being generated from any Confidential Information and you undertake, following such erasure, not to attempt to recover such material. At the Customer’s request, you shall provide a written certification to the Customer that you have complied with your obligations under this Clause. Independent Contractors 7. Neither this Agreement nor the disclosure or receipt of Confidential Information shall be construed as creating any relationship between the Parties including a partnership, an agency relationship, or joint venture between us, and neither of us shall have any authority or power to bind, to contract in the name of, or to create a liability or otherwise bond or oblige the other. Warranties 8. You acknowledge and agree that neither the Customer nor any of the Customer Representatives: a. makes any representation or warranty, either express, implied or otherwise, as to the accuracy, completeness, reasonableness or with respect to non-infringement or other violation of any intellectual property rights of any third party or you of the Confidential Information and no such representation or warranty shall be implied; and b. shall have any liability or obligation to you or any of your Representatives relating to the Confidential Information or for any errors therein or omissions therefrom on any basis, or as a result of your use of the Confidential Information. Indemnity 9. You shall (in addition to, and without affecting, any other rights or remedies the Customer may have whether under applicable law or otherwise) indemnify the Customer and the Customer Representatives from and against all actions, claims, demands, liabilities, damages, losses, costs, charges and expenses that the Customer or a Customer Representative may suffer or incur in connection with, or arising (directly or indirectly) from, any breach by you of any of the provisions of this Agreement. Term/Entire Agreement 10. Your obligations contained in this Agreement shall end upon the earlier of: (i) three (3) years from the date of this Agreement, or (ii) such time as all Confidential Information disclosed hereunder qualifies as any of the exceptions to Confidential Information set forth in Clause 1 above through no action or inaction by you, but without affecting your liability for breach of this Agreement prior to such date. 11. This Agreement and the supply of Confidential Information (a) constitutes the entire agreement between us and supersedes any arrangements, understanding or previous agreement (whether oral or written) relating to the subject matter hereof and (b) does not constitute an agreement by the Customer for you to undertake the Services. Any such agreement is governed by the Terms of Conditions relating to the use of the Translation Platform. If any court or administrative body of competent jurisdiction finds any provision of this Agreement to be invalid, unenforceable or illegal, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties and the other provisions of this Agreement shall remain in full force and effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it valid, enforceable and legal. 12. No variation of this Agreement shall be binding unless it is in writing and signed by or on behalf of each of Parties. No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or will prevent any future exercise in whole or in part thereof. No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. 13. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns; except that you may not assign or otherwise transfer this Agreement, by operation of law or otherwise, without the prior written consent of the Customer. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void. Remedies 14. Without prejudice to any other rights or remedies that any of us may have available at law and equity, you acknowledge and agree that the Customer may be irreparably injured by a breach of this Agreement by you and that damages alone may not be an adequate remedy for such breach of this Agreement. As such, the Customer shall be entitled without proof of special damage to seek the remedies of injunctive relief and specific performance as well as any other equitable relief for any threatened or actual breach of the provisions of this Agreement. Your Confidential Information 15. The Customer does not wish to and shall not accept any Confidential Information from you, and assumes no obligation, either expressed or implied, with respect to any information disclosed by you to the Customer or a Customer Representative. Any information you provide in your performance of the Services, other than translations, shall be deemed as public information. Governing Law 16. This Agreement and any disputes, controversies or claims (collectively, “Disputes”) arising out of, or in connection with, its subject matter are governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict-of-law provisions. The Parties agree that all Disputes arising from or in connection with this Agreement, its breach, termination, validity or interpretation, shall be exclusively decided by Arbitration in accordance with the Delaware Rapid Arbitration Act (DRAA). The language to be used in the arbitral proceedings shall be English. Each of the Parties understands English, and is content for all communications relating to this Agreement to be served on it in English. This Agreement may be executed in counterparts (including electronically) and shall be effective when each of us has executed a counterpart. Each counterpart shall constitute an original of this Agreement. IN WITNESS WHEREOF, each of the Parties has itself or through its duly authorized representative executed this Agreement as of the date hereof.

ANGELINA TAN YU TING 2019-11-09 02:16:10...