Mutual Non-Disclosure Agreement

This Mutual Data Evaluation Non-Disclosure Agreement (this “NDA”) is made by and between Patsnap (UK) Ltd, on behalf of itself and its affiliates, an entity incorporated in the United Kingdom having offices at Building 3 Chiswick Business Park, 566 Chiswick High Road, London, England, W4 5YA (“Data Provider/ PatSnap”), and the undersigned person or entity (“Counterparty”). This NDA shall become effective upon the date of execution of the party to sign last (the “Effective Date”). In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.  Purpose. The parties are entering into this NDA to evaluate specific data (“Data”) provided by the Data Provider (the “Purpose”). Each party (“Discloser”) has or may disclose Confidential Information (defined below) to the other (“Recipient”) solely for that Purpose.

2.  Definitions. As used in this Agreement:

i.    “Personal Information” means (i) any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a an individual or household (e.g., name; identification number such as a social security number; address or other location data online identifier; telephone number; information concerning accounts, financial standing, investment holdings and other financial data and information, assets, etc.); or (ii) information otherwise protected under Applicable Data Protection Laws; and “Applicable Data Protection Laws” means all applicable laws governing the handling of personal data, including the following as amended, extended, re-enacted or replaced from time to time (i) UK Data Protection Act 2018 and any legislation relation to the processing of personal data effective in the UK that is intended to replicate or maintain some or all of the provisions, rights and obligations set out in the GDPR following the UK’s withdrawal from the European Union, including the UK GDPR; (ii) EC Directive 2002/58/EC on Privacy and Electronic Communications; (iii) the EU General Data Protection Regulation (EU) 2016/679, together with any transposing, implementing or supplemental legislation, (iv) any U.S. federal or state privacy laws currently in effect, or as may become effective in the future, and as amended from time to time, (v) all local laws or regulations implementing or supplementing the EU legislation mentioned in clauses (ii) and (iii) of this paragraph; and all codes of practice and guidance issued by national supervisory authorities, regulators or EU or UK institutions relating to the laws, regulations and EU legislation mentioned in clauses (ii), (iii) and (v) of this paragraph.

ii    “Data Services” means services relating to the provision of the Data by PatSnap to the Citadel, including but not limited access to the Data via API, FTP or otherwise.

iii     “API” means the PatSnap application programming interface that allows other software or hardware devices to interface with the Data. The API also includes any accompanying documentation and any updates to the API made available by PatSnap in its sole discretion from time to time.

iv    “FTP” means File Transfer Protocol and is a standard network protocol used for the transfer of computer files between a client and server on a computer network.

3.  Confidential Information. For purposes of this NDA, the term “Confidential Information” means all non-public information disclosed by the Discloser or its affiliates to the Recipient, its affiliates and/or their respective employees, consultants or agents which is of a confidential nature or which should be reasonably in good faith treated as confidential or proprietary based on the nature of the information or the circumstance surrounding its disclosure. Confidential Information does not include information which: (i) is generally known or publicly available, or which, hereafter through no act or failure to act on the part of Recipient, becomes generally known or available; (ii) is rightfully known to Recipient at the time of receiving such information; (iii) is furnished to Recipient by a third party without restriction on disclosure; or (iv) is independently developed by Recipient without having relied on the Confidential Information of the Discloser.

4.  Mutual Obligations.

(a)  Use. At all times, and notwithstanding termination, each party agrees to use the Discloser’s Confidential Information only to accomplish the Purpose and only as expressly permitted herein.

(b)  Disclosure. Each party agrees that, for a period of five (5) years after the last receipt of Discloser's Confidential Information, it will: (a) use Discloser's Confidential Information only in connection with fulfilling its rights and obligations under this NDA, and (b) hold the Discloser’s Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with its own policies concerning the protection of its own Confidential Information of like importance but in no instance with less than reasonable care, such due care including without limitation requiring its employees, professional advisors and contractors to execute non-disclosure agreements which are consistent with the terms and conditions of this NDA and no less protective of each party’s intellectual property rights as set forth herein before allowing such parties to have access to the Confidential Information of the Discloser.  Notwithstanding the foregoing, the Recipient may disclose and grant access to the Confidential Information to those of its employees, agents and representatives (collectively, “Representatives”) on a need-to-know basis solely for the proper performance of their duties in relation to the Purpose. The Recipient shall ensure that each Representative is made aware of the confidential nature of Confidential Information. The Recipient shall be fully responsible and liable for ensuring that its Representatives abide by the terms of this NDA as if they were a party to this NDA.

(c)  Return of Materials. Upon termination of this NDA or Discloser’s written request, the Recipient will immediately destroy or return to Discloser all Confidential Information received hereunder in its possession or under its control, and permanently erase such materials in intangible form. All such materials are and will remain the Discloser’s property. Notwithstanding the foregoing Recipient may retain: (i) one (1) copy of the Confidential Information for reference in compliance with the terms of this NDA; and, (ii) electronic copies of Confidential Information stored in system backup media (e.g. mail backup or archival tapes) may be destroyed in accordance with the Recipient’s regular business processes for destruction of such media; provided that the Recipient makes no further use of such copies described in (i) and (ii) above.

(d)  Other Restrictions. The Recipient will not: (i) reverse engineer, disassemble or decompile or otherwise attempt to derive the structure, sequence or organization of any software, prototypes, materials or other tangible objects that embody the Discloser’s Confidential Information; (ii) reproduce the Discloser’s Confidential Information except to accomplish the Purpose (and all copies must contain all proprietary notices or legends on the original); or (iii) export or transmit the Discloser’s Confidential Information to any country in violation of applicable law.

(e) Exceptions. Notwithstanding Sections 3(a), 3(b) and 3(d), Recipient may disclose Confidential Information to the extent required by law, provided the Recipient uses commercially reasonable efforts to give the Discloser sufficient notice of such required disclosure to allow Discloser reasonable opportunity to object to and to take legal action to prevent such disclosure.

5.  Counterparty’s Obligation:

a)    Counterparty shall not: (i) sell, sub-license, rent, resell, lease, pledge, assign, or otherwise transfer, or encumber rights to the Data, or any part thereof, or make it available to anyone; (ii) send or store infringing or unlawful material in connection with the Data; (iii) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs to the Data ; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Data Services; (v) modify, disassemble, reverse engineer, copy or create derivative works based on the Data, or any portion thereof; (vi) access the Data Services for the purpose of building a competitive product or service or copying its features or user interface, (where for the purposes of this sub-clause, a competitive product or service shall mean a product or service which is the same or similar to the Data Services); (vii) use Data for illegal purposes, including to knowingly breach intellectual property of a third party; or (viii) sell or provide access to the Data in any manner to any third party or to the following entities that are deemed competitors of PatSnap: Clarivate Analytics, Thomson Reuters Corp., RELX Plc, Minesoft Ltd, RWS Information Ltd, Questel SAS, WIPS Co., Ltd and specifically in China: Incopat.Ltd (北京合享智慧科技有 限公司), Patentics (索意互动（北京）信息技术有限公司), Himmpat (天启黑马信息科技（北京）有限公司). A breach of this sub-paragraph 3.2 shall be a material breach of this NDA.

b)    Counterparty will cease using the Data, Data Services and PatSnap’s Confidential Information upon termination or expiration of this NDA. Further upon termination or expiration of this NDA, and except in accordance with Counterparty’s internal retention policies or applicable laws, (i) Counterparty shall immediately delete any and all Data from Counterparty’s systems and records and cease all use of the Data; (ii) Counterparty shall expunge all Data and all copies thereof from its systems and records, and (iii) Counterparty shall deliver an officer’s certificate stating that all such Data and copies have been so deleted and destroyed. Failure to comply with this clause 3 shall be a material breach by Counterparty.

c)    This clause shall survive even after the termination of this NDA.

6.  The counterparty will cease using the Data, Data Services and PatSnap’s Confidential Information upon termination or expiration of this NDA. Further upon termination or expiration of this NDA, and except in accordance with Counterparty’s internal retention policies or applicable laws, (i) Counterparty shall immediately delete any and all Data from Counterparty’s systems and records and cease all use of the Data; (ii) Counterparty shall expunge all Data and all copies thereof from its systems and records, and (iii) Counterparty shall deliver an officer’s certificate stating that all such Data and copies have been so deleted and destroyed. Failure to comply with this clause 3 shall be a material breach by Counterparty.

7.  PatSnap Ownership of Data Services and Data. PatSnap retains all right, title, and interest in and to the Data, including all related intellectual property rights inherent therein, except for what is publicly available information.

8.  Indemnification Obligation. Each Party shall defend, indemnify, and hold the other Party harmless from any loss, claim, liability or expense, including, without limitation, attorney’s fees and costs, at trial and/or on appeal and review, arising out of a third-party claim in connection with the Party’s failure to comply with its obligations as outlined in this NDA. This indemnity shall survive the expiration or earlier termination of this NDA.

9.  LIABILITY.  Unless otherwise agreed in this NDA, either Party shall be liable for breach of this NDA and shall compensate for all losses caused to the other party as a result of the breach.

10.  Term.  This NDA will continue for a period of 30 days as of the date of delivery of the Data (“Purpose Period”).  The Parties can extend the Purpose Period by executing a mutual written NDA. Either Party may terminate this NDA for any reason upon seven (7) days’ notice to the other Party.

11. No Obligation to Proceed. Neither party is obligated to disclose Confidential Information, execute any definitive agreement, or proceed with any transaction.

12.  No License; No Warranty. Neither party grants nor transfers any implied rights to the other party, including any intellectual property right issued or that may be issued based on such Confidential Information. All Confidential Information is provided “as is” without warranty of any kind. Neither party makes any warranties, whether expressed, implied or otherwise.

13.  Severability; Waiver. If a court of competent jurisdiction determines that any provision of this NDA is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this NDA shall remain in full force and effect and bind the parties according to its terms. To the extent that any provision cannot be enforced in accordance with the stated intentions of the parties, such terms and conditions shall be deemed not to be a part of this NDA. A waiver on one occasion shall not be construed as waiving any right on any future occasion. No delay or omission by a party in exercising any of its rights hereunder shall operate as a waiver of such rights. All waivers must be in writing and signed by the parties.

14.  Remedies. Recipient acknowledges that the Discloser’s Confidential Information contains Discloser’s valuable trade secrets and proprietary information, that any actual or threatened breach of this NDA by Recipient might cause immediate, irreparable harm to the Discloser for which monetary damages would be inadequate, and that injunctive relief is an appropriate remedy. The prevailing party in any action brought to enforce this NDA will be entitled to receive its reasonable attorneys’ fees, court costs and other expenses. Each party’s rights and remedies hereunder are cumulative.

15.  Notice. Any notices required under this NDA shall be given in writing, shall reference this NDA, and shall be deemed to have been delivered and given: (a) when delivered personally; (b) three (3) business days after deposit as certified mail, return receipt requested; or (c) one (1) business day after deposit with a commercial overnight courier, with written verification of receipt. All communications shall be sent to the addresses set forth on the signature page hereto, or to such other address as may be designated by a party by giving written notice to the other party. Notices shall be addressed to the Legal Department.

16.  Governing Law; Venue. This NDA shall be governed by and interpreted in accordance with the laws of England and Wales without reference to their respective conflicts of law provisions. Both parties hereby irrevocably consent to the personal and exclusive jurisdiction of the courts of competent jurisdiction located in or having jurisdiction over England and Wales. The Contracts (Rights of Third Parties) Act 1999 shall not under any circumstances apply to this NDA and any person who is not a party to this NDA shall have no right whatsoever under the Contracts (Rights of Third Parties) Act 1999 to enforce this NDA or any of its terms.

17.  Assignment. Counterparty may not assign any of its rights or obligations under this NDA without the prior written consent of PatSnap, which consent shall not be unreasonably withheld. PatSnap may assign this NDA in whole or in part. Any assignment not in conformity with this Section shall be null and void.

18.  Entire Agreement; Amendment; Counterparts; Headings. No modification of any provision of this NDA shall be binding upon a party unless made in writing and signed by both parties. This NDA may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This NDA constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements and communications between the parties with respect to such subject matter. This NDA may be delivered by electronic document format (e.g. PDF), and electronic copies of executed signature pages will be binding as originals. The headings of the Sections of this NDA are for convenience only and shall not be of any effect in construing the meaning of the Sections.

In Witness Whereof, the parties have caused this Mutual Non-Disclosure Agreement to be executed. The individual signatories below are authorized to execute and deliver this NDA on behalf of the party for which they sign.