NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is made on January 2025 by and between:
A. AGS VIETNAM CO., LTD., having its Enterprise registration certificate No. 0304246661, first
issued on July 30, 2008.
Registered address at No.02 Lam Son Street, Ward 06, Binh Thanh District, Ho Chi Minh City
Tel: (028) 38487002
Represented by Mr. MORI TAKASHI Title: General Director
(hereinafter referred to as the “Disclosing Party”).
AND
B. LINH LINH DAN CO.,LTD, having its Enterprise registration certificate No.0303016753
C. Registered address at 49L Quoc Huong, Thao Dien Ward, Thu Duc City, HCM City, Vietnam
Tel: 0949807483
Represented by Mrs. LE MACH THI THANH Title: / Director
(hereinafter referred to as the “Recipient”).
The Disclosing Party and the Recipient are collectively referred to as the “Parties” and each as the
“Party”.
WHEREAS
A. The Disclosing Party is intending to engage the Recipient for the Cleaning service (the
“Purpose”).

B. It is acknowledged that in the course of the negotiations, discussions and performance of cleaning
service, certain strictly confidential information relating to the Disclosing Party or the Purpose
may be disclosed to the Recipient.
In consideration of the disclosure of the Confidential Information by the Disclosing Party to the Recipient
for the Purpose, IT IS HEREBY AGREED THAT:
1. DEFINITIONS AND INTERPRETATION

In this Agreement, the following words and expressions shall have the following meanings unless
the context otherwise requires:

1.1. “Confidential Information” for this Agreement includes but not limited to scientific data, trade
secrets, technical or experimental data, exchanges in charts, images, specifications, techniques,
know-how, business plan, financial data, drawings, electronic data or other information relating
to Disclosing Party and / or Disclosing Party's business and / or the Agreement provided by the
Disclosing Party and / or its Representative to Recipient verbally, in writing or otherwise.
1.2. All Confidential Information remains the property of Disclosing Party. Disclosure of Confidential
Information to Recipient will not establish any license, right or interest of Recipient in respect of
the Confidential Information, unless specifically agreed otherwise by Disclosing Party.

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2. USE OF THE CONFIDENTIAL INFORMATION

2.1. The Recipient undertakes and agrees that:

a. It will, unless expressly permitted in this Agreement, keep confidential and secure all
Confidential Information it has received, is receiving or will receive in the future from
Disclosing Party or Disclosing Party’s Representative, in any form, whether orally, in
writing or otherwise;
b. Without the prior written consent of Disclosing Party, Recipient will not disclose or
publish Confidential Information in any way, in whole or in part, to any third party;
c. It will use the Confidential Information only for the Purpose;
d. It will not retain, reproduce or make copies of the Confidential Information nor prepare
any extracts from such documents except where necessary for the Purpose;

2.2. It may disclose, distribute or disseminate Confidential Information to its Representatives on a

need-to-know basis solely for the Purpose provided that (i) the Representative's name and details
will be provided to Disclosing Party upon request; (ii) Recipient will limit access to the
Confidential Information received from Disclosing Party (including from Disclosing Party's
Representatives) to Recipient's Representatives to whom access is necessary to carry out the
Purpose; (iii) Recipient's Representatives that may receive the Confidential Information will be
bound by the terms of this Agreement; and (iv) Recipient will be responsible for any breach of
this Agreement by any of its Representatives.
2.3. Recipient will ensure that none of its Representative takes any action that, if taken, would be in
violation of the terms of this Agreement.
2.4. Each Party agrees that, without the prior written consent from the other Party, will not disclose to
any third party that the Parties are discussing the Purpose, content or any discussions related to
the implementation of the Purpose.
2.5. Recipient will treat Confidential Information with a degree of care not less than that used by the
Recipient with respect to its own confidential information and shall in any event use reasonable
care in doing so; Upon discovering any unauthorized disclosure of Confidential Information
being used by itself or its Representative, Recipient will use its best efforts to prevent any further
unauthorized disclosure of any such information as well as the use of such information, and
notify Disclosing Party of such disclosure or non-authorized use so that Disclosing Party may
seek appropriate measures to protect the information.
2.6. If Recipient is required to disclose the Confidential Information by law or by order or directive of
a court or government authority or administrative agency having competent jurisdiction over the
Recipient, Recipient shall promptly notify the Disclosing Party of such order, directive or
obligation in order to permit the Disclosing Party to take appropriate measures to protect the
information. The Recipient must in any event limit the scope of disclosure to the minimum extent
necessary to comply with its legal obligation or the order of court;
2.7. The obligation in the foregoing clause shall not apply to any Confidential Information that the
Receiver can prove that:
a. this information was publicly available at the time of disclosure;
b. Recipient shows, by written evidence, that the information corresponding to the Confidential
Information was in its possession prior to disclosure under this Agreement or was thereafter
independently conceived;

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 c. Once provided, this information becomes part of the public domain, without default of the
Recipient; or
d. The Confidential Information is legally provided by a third party to Recipient for which this
third party is under no obligation to keep the information confidential to Disclosing Party.

3. EXCHANGE OF INFORMATION

Any notice given under or in connection with this Agreement must be made in writing and
delivered in person or by registered mail or courier service or by email to the other Party at the
address noted initially of this Agreement or at another address as informed by one Party to the
other from time to time.

4. VIOLATION
4.1. Recipient acknowledges that the remedies required by law may be inadequate to protect
Disclosing Party from the breach of this Agreement and hereby agrees that, when such violation
is caused by Recipient or its Representative, Disclosing Party reserves the right to propose
interim emergency measures, in accordance with this Agreement or any similar measures.
4.2. Recipient will be responsible for reimbursing Disclosing Party for all damages, costs and
reasonable expenses of any kind including any legal fees incurred by Disclosing Party or any of
Disclosing Party's parent company, subsidiary or affiliate may bear or suffer due to the breach of
Recipient or any Recipient ‘s Representative from time to time.

5. TERM

6.1. This Agreement shall come into effect from the date of signing and will be fully applicable and
binding until the end of 02 (two) years from the termination of the Agreement or negotiations
between the Parties for the Purpose, whichever is the later.
5.2. The Recipient agrees that, upon the termination or expiration of this Agreement or at any time
upon written request of the Disclosing Party, the Recipient will forward or destroy any and all
copies or data of the Confidential Information in any form held or controlled by the Recipient or
the Recipient's Representative to the Disclosing Party and will be confirmed in writing signed by
the Recipient's competent administrator that the Recipient has complied with the requirements set
out in this Article 5.2. Notwithstanding the foregoing, the Recipient reserves the right to retain:
(a) copies of Confidential Information stored in electronic backup devices; and (b) parts of
Confidential Information obtained from the analysis, editing, research or other documents
prepared by Recipient and / or its Representative in connection with the Purpose, but only if and
to the extent that the Recipient or its Representative is obligated to maintain the copy in
accordance with law, regulation, or order of a court or governmental authority having competent
jurisdiction over the Recipient or its Representative, provided that the confidentiality obligations
under this Agreement continue to apply to such Confidential Information held.

6. MISCELLANEOUS

6.1. Nothing in this Agreement will limit the Disclosing Party from using, providing or disseminating
of its own Confidential Information, provided that, in doing so, the Disclosing Party does not use,
provide or disseminate any confidential information of the Recipient.

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6.2. The Parties understand and agree that no Purpose or agreement is provided for any transaction
relating to the Recipient and / or the Purpose will be deemed to be established between the
Disclosing Party and the Recipient unless and until an official agreement, if any, is reached
regarding the signed and transferred Purpose.
6.3. The Parties understand and agree that unless and until an official agreement has been signed by
the Disclosing Party and the Recipient, neither Party shall have any liability under any in respect
of any transaction relating to the Purpose under this Agreement or any other written or verbal
agreement by the Recipient in connection with the Purpose, except as otherwise specified in this
Agreement.
6.4. No amendment or variation of any of the provisions of this Agreement shall be effective unless
made in writing and signed by an authorized representative of each of the Parties to this
Agreement.
6.5. If any provision of this Agreement is found to be invalid, illegal or unenforceable by any court of
competent jurisdiction, that provision or part of it shall be deemed not to form part of this
Agreement and the validity and enforceability of the remainder of this Agreement shall not be
affected.
6.6. Any dispute, conflict or claim arising out of, or relating to this Agreement (including any dispute
over the existence, validity and termination of this Agreement) shall be resolved by a competent
People’s Court.
6.7. This Agreement (and any obligation other than an obligation under the Purpose arising out of or
relating to this Agreement) shall be governed and construed by the laws of Vietnam.
6.8. This Agreement shall take effect from the signing date and is made in 02 (two) Vietnamese and
English copies with the same validity. In case of any discrepancies, the English version shall
prevail.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized
representatives on the dates specified above.

FOR AND ON BEHALF OF FOR AND ON BEHALF OF

AGS VIETNAM CO., LTD LINH LINH DAN CO.,LTD

________________________ ______________________
Name : Mr. MORI TAKASHI Name : Mrs. LE MACH THI THANH
Title : General Director Title : General Director