MUTUAL
`NON-DISCLOSURE AGREEMENT
`
`ii; made and entered into
`This Mutual Non-Disclosure Agreement (the "Agreement'')
`effective April 23, 2008, by and between QUAI,COMM Incorporated, a Delaware corporation
`("QUALCOMM"). with offices located at 5775 Morehouse Drive, San Diego, California 92121,
`and CyWee Group Ltd., a BVI corporation, with offices located at Palm Grove House, P.O.
`Box 438, Road Town, Tortola, British Virgin falands, with regard to the fo1lowing facts:
`
`WHEREAS, each party to this Agreement possesse.~ confidential, proprietary and/or trade
`secret information including, without limitation,
`form
`information
`in tangible or intangible
`relating to or including: business, product, marketing,
`licensing or sales activities, policies,
`practices, outlooks, studies, reports, analyses, strategies or forecasts, finances, revenue, pricing,
`costs or profits, released or unreleased products including, but not limited to, software, hardware,
`development,
`research, designs, specifications, performance characteristics, code, formulas,
`algorithms, data, techniques, processes,
`inventions,
`testing strategies,
`industry, customer or
`consumer information and third pru1y confidential information (the ''INFORMATION"); and
`
`WHEREAS, each party in possession of INFORMATION
`(the "Disclosing Party")
`desires to disclose some of its INFORMATION to the other party (the "Receiving Party") subject
`to the tenns and conditions of this Agreement;
`
`NOW, THEREFORE, in consideration of lhe promises made herein, the receipt of certain
`INFORMATION and good and other valuable consideration, the receipt of which is hereby
`aclcuowlcdgcd, the parties hereto agree as follows:
`
`Permitted Use. The Receiving Party shall handle, use,
`treat and utilize such
`1.
`INFORMATION as follows: (a) hold all INFORMATION
`received from the Disclosing Party
`in strict confidence;
`(b) use such INFORMATION only for the purpose of (i) evaluating the
`possibility of forming a joint business relationship or other commercial arrangement between the
`parties concerning such INFORMATION, and (ii) if and when such relationship is fonned by a
`written agreement, furthering the purpose and intent exprc.~sly stated in such written agreement;
`(c) reproduce such INFORMATION only to the extent necessary for such purpose; (d) restrict
`to its employees with a need to know (and advise such
`disclosure of such INFORMATION
`employees of the obligations assumed herein); and (e) except as set forth in Section 3 herein, not
`to any third party, including but not limited to any vendor,
`disclose such INFORMATION
`customer, manufacturer or independent contractor, without prior written approval of such
`Disclosing Party. In addition, with respect to any equipment, component, software, or other
`items delivered to the Receiving Party by the Disclosing Party, the Receiving Party shall not
`reverse engineer, disassemble. decompile, or othetwise analyze the physical construction of, any
`such items.
`
`The restrictions on the Receiving Party's use and disclosure of INFORMATION as set
`forth above shall not apply to any INFORMATION which the Receiving Party can demonstrate;
`
`QUALCOMM Proprietary
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`

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`is wholly and independently developed by the Receiving Party without the use of
`i.
`INFORMATION of the Disclosing Party; or
`
`ii.
`is or has become generally known to the public without breach of this Agreement
`by the Receiving Party; or
`iii.
`at the time of disclosure to the Receiving Party, was known to such Receiving
`Party free of reslriclion and evidenced by documentation in the Receiving Party's possession; or
`iv .
`is approved for release by written authorization of the Disclosing Party, but only
`to the extent of and subject to such conditions as may be imposed in such written authorization;
`or
`
`is disclosed in response to a valid order of a court or other governmental body in
`v.
`the United States or any political subdivision
`thereof, but only to the extent of and for the
`purposes of such order; provided, however, that if the Receiving Party receives an order or
`request to disclose any INFORMA TlON by a court of competent jurisdiction or a govemroental
`body, then the Receiving Party agrees:
`
`if not prohibited by the request or order,
`the
`to inform
`immediately
`a.
`Disclosing Party in writing of the existence, terms, and circumstances surrounding the request or
`order,
`
`to consult with the Disclosing Party on what steps should be taken to
`b.
`avoid or restrict the disclosure oflNFORMA TION;
`c.
`to give the Disclosing Party the chance to defend, limit or protect against
`the disclosure; and
`
`is lawfully required, to supply only that
`if disclosure of INFORMATION
`d.
`portion of the INFORMATION which
`is legally necessary and try to obtain confidential
`treatment for any INFORMATION
`required to be disclosed.
`
`INFORMATION shall be subject to the re1>trictions of Section 1 if it is in
`Designation.
`2.
`writing or other tangible fonn and clearly marked as proprietary or confidential when disclosed
`to the Receiving Party or, if not disclosed in tangible form, if clearly identified as confidential or
`proprietary at the ti.me of disclosure. The parties agree to use reasonable efforts to sununarize
`the content of oral disclosures which are proprietary or confidential but failure to provide such
`summary shall not affect the nature of the IN.FORMATION disclosed or detract from the
`protection afforded under this Agreement if such INFORMATION was identified as confidential
`or proprietary when orally disclosed.
`
`Affiliates. This Agreement does not permit either party to disclose INFORMATION
`to
`3.
`any third party (including, without
`the
`limitation, that party's affiliates). Notwithstanding
`foregoing, QUALCOMM may re-disclose INFORMATION to its Affiliate.s who have a need to
`know and shall treat such INFORMATION
`in a manner that is consistent with the confidentiality
`obligations
`of QUALCOMM
`in
`this Agreement
`and such Affiliates may
`re-disclose
`INFORMATION
`to other such Affiliates and to QUALCOMM. QUALCOMM's Affiliates may
`to the other party hereto. In such event, the other party heretu
`also disclose INFORMATION
`in accordance with the provisions of this Agreement as if such
`shall treat such INFORMATION
`INFORMATION was disclosed directly by QUALCOMM, and QUALCOMM
`and/or
`its
`
`QUALCOMM Proprietary
`
`2
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`Affiliates shall have the right to enforce the provisions of this Agreement against the other party
`hereto in connection with any and all breaches or violations of this Agreement with respect to
`such INFDRMATION by the other party hereto. QUALCOMM's Affiliates may also receive
`INFORMATION from the otber party hereto. In such event, the Affiliate of QUALCOMM
`receiving such INFORMATION shall be responsible to treat such INFORMATION
`in
`accordance with the confidentiality obligations of QUALCOMM set forth in this Agreement,
`detennined a.~ if QUALCOMM bad received such INFORMATION. QUALCOMM shall be
`responsible for any improper disclosure or use by its Affiliates of such INFORMATION
`to the
`same extent as if QUALCOMM had received such INFORMATION directly and made the same
`disclosure or use of such INFORMATION as did its Affiliates. The term "Affiliate" shall mean
`any entity with respect to which QUALCOMM owns or controls, directly or indirectly, one
`hundred percent (100%) of the beneficial ownership (but an entity shall remain an Affiliale only
`so Jong as it meets such ownership requirements), and the tenn "INFORMATION" shall also
`include information
`that is under the ownership, possession or control of an Affiliate but
`otherwise meets the definition of INFORMA'ITON.
`
`No License or Representations. No license to a party of any trademark, patent, copyright,
`4.
`mask work protection right or any other intclJcctual property right is either granted or implied by
`this Agreement or any disclosure hereunder, including, but not limited to, any license to make,
`use, import or sen any product embodying any INFORMATION. No representation, warranty
`or assurance is made by either party with respect to the non-infringement of trademarks, palents,
`copyrights, mask protection rights or any other intellectual property rights or other rights of third
`persons.
`
`5.
`No Obligation. Neither this Agreement nor the disclosure or receipt of INFORMATION
`shall be construed as creating any obligation of a party to furnish TNFORMA TION to the other
`party or to enter into any agreement or relationship with the other party with respect to mutual
`business.
`
`Return of Information. All INFORMATION shall remain the sole property of the
`6.
`Disclosing Party which originally disclosed such INFORMATION, and all materials containing
`any such INFORMATION (including all copies made by the Receiving Party) shall be returned
`to the Disclosing Party immediately upon termination or expiration of this Agreement or
`destroyed, or upon the Receiving Party's determination that it no longer has a need for such
`INFORMATION. Upon request of the Disclosing Party, the Receiving Party shall certify in
`writing that all materials containing such INFORMATION (including all copies thereof) have
`been returned to the Disclosing Party or destroyed.
`
`Export Compliance Assurance. The Receiving Party acknowledges chat all products,
`7.
`proprietary data, know-how, software or other data or information
`(herein referred
`to as
`"Products") obtaine.d from QUALCOMM are subject to the United States (U.S.) government
`export control laws, which may restrict or prohibit their ex.port, re-export, or transfer. U.S.
`government
`restrictions are
`implemented principally
`through
`the Export Administration
`Regulations ("EAR", 15 C.F.R. §§ 730 et seq., available at http://www.bis.doc.gov/
`)
`administered by Department of Commerce, Bureau of Industry and Security and the Foreign
`Asset Control Regulations administered by the Department of Treasury, Office of Foreign Assets
`
`QUALCOMM Proprietory
`
`3
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`

`C.F.R.
`30
`("OFAC",
`Control
`http://www.treas.gov/offices/enforcement/ofac/).
`
`Part
`
`500
`
`et.
`
`Seq.,
`
`available
`
`at
`
`The Receiving Party agrees that neither it nor its subsidiaries or affiliates will directly or
`indirectly export, re-export, transfer, or release, or cause to be exported or re-exported (herein
`referred to as "export"), any such Products or any direct Product thereof to any destination or
`entity prohibited or restricted ooder U.S. law including but not limited to U.S. government
`embargoed or sanctioned countries, entities, or nationals thereof, unless it shall obtain prior to
`export an authorization from the applicable U.S. government agency either in writing or as
`provided by applicable regulation. The U.S. govenunent maintains embargoes or sanctions
`against the countries listed in the EAR: Country Groups E: J/2 to Part 740, Supplement
`l. The
`current list of embargoed or sanctioned countries consists of Cuba, Iran, North Korea, Sudan,
`and Syria. This list is amended by the U.S. government from time to time and all such
`amendments shall be applicable to this Agreement. To the extent such Products are subject to
`National Security controls, the Receiving Party also agrees that, unless authorized by U.S. law
`(either by regulation, specific written authorization, or qualification for an applicable license
`exception, such as License Exception BNC), it shall not knowingly export, directly or indirectly,
`any of Lhe Products, or the direct product thereof, to any country or nationals thereof listed in
`Country Group D: l in Supplement No. l to Part 740 of the EAR, as the same may be amended
`from time to time. Unless otherwise authorized by U.S. export control laws or by applicable
`authorization from the proper U.S. government agency, the Receiving Party further agrees that
`no Products received from QUALCOMM will be directly or indirectly employed
`in missile
`technology, sensitive nuclear, or chemical biological weapons end uses or in any manner
`transferred to any party for any such end use. Furthermore, the Receiving Party agrees not to
`export Products listed in EAR Supplement No. 2 to Part 744 for military end-uses in the People's
`Republic of China as defined in the EAR Part 744.21.
`
`in other country
`The Receiving Party also agrees to comply with all trade Jaws applicable
`jurisdictions as they pertain to import, use, export or distribution. The tem1s of this Export
`Compliance Assurance shall survive any tennination or expiration of this Agreement.
`
`8.
`Tenn and Tennina.tion. This Agreement shall become effective on the date first set forth
`above and shall terminate upon the happening of the earlier of:
`
`The written notice of either party to the other of its election, with or without cause,
`(a)
`to terminate this Agreement; or
`The expiration of sixty (60) months from the date first set forth above.
`
`(b)
`
`Notice. Any notice or other communication made or given by either paity in connection
`9.
`with this Agreement shall be sent via facsimile (with confirmation) or by registered or certified
`mail, postage prepaid, return receipt requested, or by courier service addressed to the other party
`at its address set forth below:
`
`QUALCOMM Incorporated
`5775 Morehouse Drive
`San Diego, California 92121
`
`Cy Wee Group Lld.
`Palm Grove House, P.O. Box 438, Road Town
`Tortola, British Virgin Islands
`
`QUALCOMM Proprietary
`
`4
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`Attn: Legal Department
`Fax: (858) 845-1250 / 658-2503
`
`Attn: Joe Ye
`Fax: (886)2-8502-5718
`
`Each party agrees that all of its obligations undertaken herein as a
`Survivability.
`10.
`Receiving Party shall survive and continue after any termination or expiration of this Agreement.
`
`Governing Law and Arbitration. This Agreement shall be governed in all respects solely
`11.
`and exclusively by the laws of the State of California, U.S.A. without regard to conflict of laws
`principles. All disputes, controversies, or claims arising out of, relating to or in connection with
`this contract including the determination of the scope of the agreement to arbitrate, shall be
`finally settled by arbitration in accord,ance with the Arbitration Rules of the United Nations
`Commission on Intemational Trade Law ("UNCITRAL"), applicable at the time of submission
`of the dispute to arbitration. The American Arbitration Association, ("AAA") shall be the
`Appointing Authority and shall appoint a single arbitrator. The arbitration case shall be
`administered by the AAA in accordance with its "Procedures for Cases Under the UNCITRAL
`Arbitration Rules" ("Rules"). The place of arbitration shall be San Diego, California, and the
`exclusive language to be used for the arbitral proceedings shall be English.
`
`In the event either party shall bring any action to enforce or protect any of its rights under
`this Agreement, the prevailing party shall be entitled to recover, in addition to its damages, its
`reasonable attorneys' fees and costs incwred in connection therewith.
`
`Nothing herein will prevent a party, prior to appointment of the arbitrator, from making
`application to any court of competent jurisdiction. for any provisional remedy available at law or
`in equity. Such application for relief shall not constitute a waiver of this agreement to arbitrate.
`Upon appointment, the arbitrator shall have exclusive authority to order provisional or interim
`relief, except that any relief ordered by the arbitrator may be immediately and specifically
`enforced by a comt otherwise having jurisdiction. The parties waive objection to venue and
`consent to the personal jurisdiction of the federal courts of San Diego, California, U.S.A. in any
`action to enforce this agreement to arbitrate or any order or award of the arbitrator, or for the
`provisional or interim remedies provided for herein.
`
`Discovery shall be limited to written requests for the production of specific documents.
`The period for requesting documents shall be sixty (60) days commencing upon the day that the
`answer is due under the Rules. The responding party shall have thirty (30) days to produce the
`requested documents by sending copies to the requ~ting party or its representative via a
`recognized international courier service. The parties will also voluntarily produce all documents
`that they intend to use at the arbitration hearing and a list of intended witnesses before the close
`for purposes of rebuttal or good cause shown. The
`of discovery subject to supplementation
`parties herehy waive any right to seek any discovery not provided for in this contract irrespective
`of whether the laws of any country provide for different or additional discovery in international
`arbitration. The arbitrator will hold a pre-hearing conference within three days of the close of
`discovery and will schedule and hold the final hearing within thirty (30) days of the close of
`discovery.
`EACH PARTY HERETO HEREBY AGREES THAT THE ARBITRATION
`PROCEDURE PROVIDED HEREIN WILL BE THE SOLE AND EXCLUSIVE METHOD OF
`RESOLVING ANY OF THE AFORESAID DISPUTES, CONTROVERSIES OR CLAIMS.
`
`QUALCOMM Proprietary
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`5
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`12. MisceJianeous. This Agreement constitutes the eritire undet1.t1t11ding among the parties
`hereto as to the INFORMATION and supersedes all prior discussions between them relating
`thereto. No amendment or modification of this Agreement shall be valid or binding on the
`parties wiless made in writing and signed on behalf of each of Ilic parties by its aut11orized
`officer or representative . No pSJ.ty may assign or transfer, in whole or in part, nny of it rlghts,
`obligations or duties under lhis Agreement. The failure or delay of any party to enforce at any
`time any provision of this Agreement shall not constitute a waiver of such party's right thereafter
`In the event that any of the terms,
`to enforce each and every provi11ion of this Agreemen t.
`conditions or provisions of thii:; Agreement are held to be lllegal, unenforceable or inva lid by any
`coUrt of competent jurisdiction, the remaining terms , couclilion,~ or provi sions hereof sbaU remain
`in full force and effect.
`
`Countemarts, Electronic and Facsimile Deliven-. This Agreement may be execu ted in
`13.
`two or more identical cow1terpar1s, each of which shnU be deemed to be an original and all of
`the Agreement when a duly authorized
`which taken together shall be deemed
`to constitute
`representative of each party has signed a counterpart . The partie . intcod 10 sign and deliver Uiis
`Agreement by electronic or facsimile rransmission. Each party agrees that the delivery of the
`Agreement by eJectronic or facsimile
`transmission shall have the same force and effect as
`dellvery of otiginal signatures and that each party may use such electronic or facsimile signatures
`as evidence of the execution and delivery of the Agreement by all parties to the same extent that
`an original signature could be used.
`
`IN WITNESS WlffiREOF,
`
`the parties have executed this Agreement on the date set forth
`
`above.
`
`CyWee Group Ud.,
`a BVI oorporation
`
`QUALCOMM Incorporated,
`a Delaware corporation
`
`Print Name: Joe Ye
`Title: Chief Executive Officer
`
`~...,----
`B: =...-a=------
`Prinl Napie: ___ v_O-......,...,_.V)'-+-_--.Sl~~c-=-ott........_ __
`
`LR{J4 I CC{;l;)Sc? /
`Title: S8t:11w
`
`[Signature Page to Mutual Non-Disclosure Agreement]
`
`QUALCOMM Proprietary
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`6
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