Quote from chief_editor on January 18, 2026, 10:14 am

NON-DISCLOSURE AGREEMENT
(Mutual – Trade-Grade)

This Non-Disclosure Agreement (“Agreement”) is made on [●] (“Effective Date”)

BETWEEN:

PARTY A
Legal Name: [●]
Registered Address: [●]
Company Registration No.: [●]
Authorized Representative: [●]
Title: [●]

AND

PARTY B
Legal Name: [●]
Registered Address: [●]
Company Registration No.: [●]
Authorized Representative: [●]
Title: [●]

(each a “Party” and together the “Parties”).

1. PURPOSE

1.1 The Parties wish to exchange certain confidential, proprietary and commercially sensitive information solely for the purpose of evaluating, negotiating and potentially entering into one or more transactions relating to the sale, purchase, storage, transportation or financing of commodities and related services (the “Purpose”).

1.2 Disclosure and use of Confidential Information shall be strictly limited to the Purpose and to no other purpose whatsoever.

2. DEFINITION OF CONFIDENTIAL INFORMATION

2.1 “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or after the Effective Date, in any form (oral, written, electronic, visual or otherwise), including but not limited to:

(a) identities of buyers, sellers, producers, suppliers, end users, refineries, mines, farms, terminals, storage facilities, ports, logistics providers, financiers and other counterparties;
(b) commercial terms, prices, pricing formulas, premiums, discounts, margins, payment terms and financial structures;
(c) contracts, draft agreements, ICPOs, term sheets, correspondence, KYC documentation, banking information, proof of funds and guarantees;
(d) specifications, quantities, grades, quality data, inspection results, delivery terms, routes, destinations, schedules and operational details;
(e) corporate, ownership, management, financial, compliance and regulatory information;
(f) the existence, status or substance of discussions or negotiations relating to the Purpose.

2.2 Confidential Information includes all analyses, compilations, summaries, notes or materials prepared by the Receiving Party that contain or reflect such information.

3. EXCLUSIONS

Confidential Information shall not include information which the Receiving Party can demonstrate by written records:

(a) is or becomes publicly available other than through a breach of this Agreement;
(b) was lawfully known to the Receiving Party prior to disclosure;
(c) is lawfully received from a third party without breach of any confidentiality obligation; or
(d) is independently developed without reference to or use of the Confidential Information.

4. CONFIDENTIALITY OBLIGATIONS

4.1 The Receiving Party shall:

(a) keep all Confidential Information strictly confidential and protect it with at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care;
(b) use the Confidential Information solely for the Purpose;
(c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
(d) disclose Confidential Information only to its directors, officers, employees, affiliates, banks, insurers and professional advisers who have a strict need to know for the Purpose and who are bound by confidentiality obligations no less stringent than those set out herein.

4.2 The Receiving Party shall be responsible for any breach of this Agreement by any person to whom it discloses Confidential Information.

5. NO LICENSE OR TRANSFER OF RIGHTS

5.1 All Confidential Information shall remain the property of the Disclosing Party.

5.2 Nothing in this Agreement shall be construed as granting any license, ownership right or other intellectual property right in or to the Confidential Information, whether by implication or otherwise.

6. NO REPRESENTATION OR OBLIGATION TO TRANSACT

6.1 Nothing in this Agreement shall obligate either Party to proceed with any transaction or to enter into any definitive agreement.

6.2 Any transaction shall be subject to execution of definitive agreements and satisfaction of applicable conditions precedent.

7. DISCLOSURE REQUIRED BY LAW

7.1 The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order or competent authority, provided that (where legally permissible) it gives prompt written notice to the Disclosing Party and discloses only that portion of the Confidential Information which is legally required.

8. TERM AND SURVIVAL

8.1 This Agreement shall commence on the Effective Date and remain in force for five (5) years, unless terminated earlier by written agreement of the Parties.

8.2 The confidentiality obligations set out herein shall survive termination or expiry of this Agreement for a period of five (5) years from the date of termination or expiry.

9. REMEDIES

9.1 Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy.

9.2 The Disclosing Party shall be entitled to seek injunctive relief, specific performance and any other remedies available at law or equity, without the need to prove actual damages.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, excluding conflict of laws principles.

10.2 Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration under the HKIAC Rules in Hong Kong by one arbitrator. The language of arbitration shall be English and the award shall be final and binding.

11. NO WAIVER AND SEVERABILITY

No failure or delay in exercising any right shall operate as a waiver. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or understandings relating thereto.

13. COUNTERPARTS AND ELECTRONIC SIGNATURE

This Agreement may be executed in counterparts and by electronic signature or PDF transmission, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

For and on behalf of PARTY A

Name: ____________________
Title: ____________________
Signature: _______________
Date: ____________________

For and on behalf of PARTY B

Name: ____________________
Title: ____________________
Signature: _______________
Date: ____________________