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Mutual Non-Disclosure Agreement

Version MNDA-2026-10-19-r2

This agreement is made between:

1. Guangzhou Jewena Jewelry Co., Ltd., a company registered in the People’s Republic of China under unified social credit code 91440106MAKM4PQU4F, of Room B127, 6/F, No. 55 Huangcun Road, Tianhe District, Guangzhou, Guangdong 510660, China (“Jewena”); and
2. the company named in the signature form (“Customer”).

Each is a “Party” and together they are the “Parties”.

1. Purpose

The Parties intend to evaluate, quote, sample and produce custom jewellery for Customer (the “Purpose”). For the Purpose, each Party may share confidential information with the other.

2. Confidential Information

“Confidential Information” means any non-public information that one Party (the “Discloser”) shares with the other (the “Recipient”) in connection with the Purpose, in any form, including 3D models and other design files, drawings, specifications, samples, prototypes, prices, quotations and business information. Subject to clauses 3 and 4, every design file that Customer uploads or sends to Jewena for the Purpose is Confidential Information, whether or not it is marked as confidential.

3. What is not Confidential Information

Confidential Information does not include, and this agreement does not restrict either Party’s use of, any design, product or information that:

(a) is or becomes public through no fault of the Recipient, including any design that, when it is shared, is already sold or publicly shown by anyone, in shops, catalogues, online marketplaces or wholesale platforms;

(b) the Recipient already knew, offered, listed or held in its records before the Discloser shared it, which in Jewena’s case includes every product shown on Jewena’s website or in its catalogue, or held in its product records, before the Effective Date;

(c) the Recipient lawfully receives from a third party, including its suppliers, without a duty of confidentiality; or

(d) the Recipient develops or sources independently, without using the Discloser’s Confidential Information.

Generic and standard jewellery forms, such as plain chains, hoops, bands, studs and other common shapes, are not Confidential Information. That a product Jewena makes or sells resembles a design Customer has shared is not, on its own, evidence of a breach of this agreement. Jewena’s website, catalogue and product records, with their dates, are evidence of what Jewena already knew or offered.

4. Customer’s confirmation about its designs

Customer confirms that each design it shares is its own original work or that it holds the right to have it produced, and that it will not share, as its own, designs that are already public or that belong to Jewena or to anyone else. A design that does not meet this confirmation is not Confidential Information. Customer is responsible for, and will hold Jewena harmless from, any claim that a product made to Customer’s design infringes a third party’s rights.

5. Obligations

The Recipient will (a) use Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own confidential information, and never less than reasonable care; (c) disclose it only to its employees, and to production partners and subcontractors, who need it for the Purpose and are bound by confidentiality obligations at least as protective as this agreement; and (d) remain responsible for any breach of this agreement by anyone to whom it discloses Confidential Information.

6. Customer’s designs

Jewena will not manufacture, sell, offer, publish or list in its catalogue any product made from a Customer design that is Confidential Information, except for Customer and on Customer’s order, and will not show such designs to its other customers.

7. Disclosure required by law

If law, a court or a regulator requires the Recipient to disclose Confidential Information, the Recipient may disclose it to the extent required. Where the law allows, the Recipient will first notify the Discloser promptly.

8. Return or deletion

On the Discloser’s written request (email is sufficient), the Recipient will return or delete the Discloser’s Confidential Information within thirty (30) days. Copies held in routine backups or kept because the law requires it may be retained and remain subject to this agreement while it is in force.

9. No licence and no commitment

Confidential Information remains the property of the Discloser. This agreement grants no licence or other intellectual property right, and does not oblige either Party to place or accept any order or to enter into any other transaction. Confidential Information is provided “as is”.

10. Term

This agreement takes effect on the Effective Date and ends six (6) months after it. It applies only to Confidential Information shared during that period, and the Parties’ obligations under it end when it ends.

11. Liability

Neither Party is liable under this agreement for any indirect or consequential loss, or for loss of profit, revenue or business opportunity. Jewena’s total liability arising out of or relating to this agreement is limited to the total amount Customer has actually paid to Jewena for sampling and production under the Purpose.

12. Governing law and disputes

This agreement is governed by the laws of the People’s Republic of China (for this purpose excluding the laws of the Hong Kong and Macao Special Administrative Regions and of Taiwan). Any dispute arising out of or relating to this agreement will be submitted to the people’s court with jurisdiction over the place where Jewena is registered.

13. Electronic signature

The Parties agree to sign this agreement electronically. Jewena signs it in advance by applying its company seal and the signature of its legal representative; it takes effect when Customer signs (the “Effective Date”). Customer’s electronic signature, and Jewena’s company seal and signature, have the same effect as handwritten signatures and seals. Each Party receives this agreement as a PDF.

14. General

This agreement is the entire agreement between the Parties on its subject and replaces any earlier confidentiality terms for the Purpose. It can be changed only in writing signed by both Parties. Neither Party may assign it without the other’s written consent, except to a successor of its business. If any provision is unenforceable, the remainder stays in effect. Notices under this agreement may be sent by email to the addresses in the signature section. This agreement is written in English; the English text prevails over any translation.