This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date last signed below (“Effective Date”) by and between:
Lanfinitas Intelligent Technology (Shanghai) LLC, a limited liability company organized under the laws of the People’s Republic of China (“Lanfinitas” or “Disclosing Party”), and
[Beta Participant Name], an individual or entity (“Recipient” or “Beta Participant”).
Lanfinitas and Recipient are each a “Party” and collectively the “Parties”.
The Parties wish to explore a potential beta testing relationship whereby the Recipient will evaluate the SpecFlow product — an AI-powered garment specification engine forming part of the Lanfinitas AI platform — and may provide feedback to Lanfinitas Intelligent Technology (Shanghai) LLC (the “Purpose”). In connection with the Purpose, each Party may disclose Confidential Information to the other.
2.1 “Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
2.2 With respect to Lanfinitas Intelligent Technology (Shanghai) LLC, Confidential Information includes but is not limited to: the SpecFlow product architecture, AI model weights and training approaches, StyleGraph structural intermediate representation (IR) layer, Industrial Lexicon data (500+ terms, 8 languages), unreleased Lanfinitas AI platform features, pricing, product roadmap, technical documentation, and beta program details.
2.3 Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) was independently developed by the Receiving Party without use of Confidential Information; or (d) is disclosed with the Disclosing Party’s prior written approval.
3.1 Each Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent from the Disclosing Party; (c) use Confidential Information solely for the Purpose; (d) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
3.2 The Receiving Party may disclose Confidential Information to its employees, contractors, or advisors who have a need-to-know for the Purpose, provided such individuals are bound by confidentiality obligations at least as protective as those in this Agreement.
4.1 As a SpecFlow beta participant, the Recipient agrees to:
5.1 The Recipient may provide feedback, suggestions, or ideas regarding SpecFlow or the Lanfinitas AI platform (“Feedback”).
5.2 The Recipient grants Lanfinitas Intelligent Technology (Shanghai) LLC a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize any Feedback without restriction or obligation to the Recipient.
Upon termination of this Agreement or written request by the Disclosing Party, the Receiving Party shall promptly return or certify destruction of all Confidential Information and copies thereof.
7.1 This Agreement commences on the Effective Date and continues until terminated by either Party upon 30 days’ written notice.
7.2 Confidentiality obligations with respect to trade secrets shall survive termination indefinitely. All other confidentiality obligations shall survive for a period of three (3) years following termination.
Nothing in this Agreement grants either Party any license, right, title, or interest in the other Party’s intellectual property, except as expressly stated herein. The Lanfinitas AI platform, SpecFlow, StyleGraph, and Industrial Lexicon remain the exclusive property of Lanfinitas Intelligent Technology (Shanghai) LLC.
The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and that injunctive or equitable relief may be sought without the obligation of posting bond.
This Agreement shall be governed by the laws of the People’s Republic of China. Any dispute arising out of or in connection with this Agreement shall be submitted to binding arbitration before the China International Economic and Trade Arbitration Commission (CIETAC), seated in Shanghai. The language of arbitration shall be English or Chinese, as agreed by the Parties.
11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings.
11.2 Amendment. This Agreement may be amended only by a written instrument signed by both Parties.
11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.