NON-DISCLOSURE AGREEMENT

GL-2017
This NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into as of data ,
2017 (“Effective Date”) by GanLot, Inc. (the "Discloser") having the place of business at
No. 242, 9F, Bo-Ai St., Shu-Lin Dist., New Taipei City 238, Taiwan and nome de empresa
(the " Recipient ") having its principal place of business at 【Endereço, Brazil】, in which
Discloser agrees to disclose, and Recipient agrees to receive, certain Confidential
Information relating to 【 PGS-5321-424 】 of Discloser (hereinafter referred to as
“Purpose”) on the following terms and conditions:
1. Confidential Information.
For the purposes of this Agreement, Confidential Information shall mean any
information and data disclosed in any form whatsoever, if not otherwise stated.
(including but not limited to, disclosure made in writing, orally or in the form of
samples, models, proprietary, technical, drawings, specifications, developmental,
marketing, sales, operating, performance, cost, know-how, patentable and un-
patentable inventions, business and process information, computer programs,
record-bearing media or otherwise) by Discloser to Recipient for the purpose of this
Agreement. All such information is hereinafter referred to as “Confidential
Information”.

2. Use of Confidential Information.

Recipient acknowledges that it shall:
2.1.use the Confidential Information SOLELY AND EXCLUSIVELY FOR THE
PURPOSE;
2.2.not use the specific embodiments and elements of any portion of the
Confidential information for its own benefit, for the benefit of any third
party or other Discloser or Recipient entity, or other than to fulfil the
Purpose without the prior written consent of the Discloser；
2.3.not use the Confidential Information in a manner which would be
construed as competitive to Discloser or which would inhibit Discloser
from independently pursuing its intended business;
2.4.not decompile, reverse engineer or translate any software, or reverse
engineer any hardware, that is Confidential Information; and
2.5.make only sufficient copies of the Confidential Information as are
reasonably necessary to carry out the Purpose.

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3. Nondisclosure.
In consideration of Discloser's disclosure of its Confidential Information to
Recipient, Recipient agrees that it shall treat Discloser's Confidential Information
with the same degree of care and safeguards that it takes with its own Confidential
Information, but in no event less than a reasonable degree of care. Recipient agrees
that, without Discloser's prior written consent, Recipient shall not:
3.1.disclose Discloser's Confidential Information to any third party;
3.2.make or permit to be made copies or other reproductions of Discloser's
Confidential Information;
The Recipient may, however, disclose the information to its Affiliates, auditors and
legal counsel. Individuals to whom the information is disclosed (employees and
others) must have a need to know the information and must be obligated to keep the
information confidential in a manner consistent with this Agreement. “Affiliates”
means organizations that are controlled by the Recipient (e.g., a subsidiary), control
the Recipient (e.g., a parent corporation) or are under common control with the
Recipient (e.g., a sibling corporation).

4. Return of Confidential Information.

All right, title, and interest in and to the Confidential Information shall remain vested
in the Discloser. Upon termination of this Agreement or upon the earlier request of
the Discloser, the Recipient shall cease use of all Confidential Information and shall
promptly destroy or return all Confidential Information to the Discloser, or destroy
with confirmation of such destruction in writing, all of the Confidential information
represented in any written form or other media, including but not limited to papers,
documents, designs, manuals, specifications, prototypes, schematics, computer
software or any other materials or models (including all reproductions or copies
thereof and all summaries, reports, or other material from which Confidential
information can be gleaned) and shall delete all such information from any medium
on which it is stored.

5. Exclusions.
This agreement does not apply to, and the Recipient shall have no further
obligations with respect to, any Confidential Information to the extent that the
Recipient can demonstrate, by clear and convincing evidence, that such Confidential
Information:
5.1.already public knowledge or becomes public knowledge through no fault of
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 Recipient;
5.2.shown by the written records of Recipient:
5.2.1. to have been possessed or known to Recipient prior to its receipt of
Confidential Information under this Agreement; or
5.2.2. to have been independently developed by Recipient’s personnel acting
without access to any Confidential Information;
5.3. lawfully received by Recipient from a third party without breaching any
other obligation of confidentiality; or
5.4. disclosed by Recipient pursuant to the legal demand by a competent Court
of Law or Government Body, provided however that the Recipient shall give the
Discloser prompt written notice of any such demand and comply with
reasonable requests of the Discloser to keep such information confidential to the
greatest possible extent.
5.5.is disclosed by Recipient with Discloser's prior written approval.
The obligations of proving the applicability of any of these exceptions resides with
the Recipient.

6. Term.
This Agreement and Recipient's obligation to hold Discloser's Confidential
Information in confidence shall remain in effect until the above-described
Confidential Information are no longer Confidential Information or until Discloser
sends Recipient written notice releasing Recipient from this Agreement whichever
occurs first.

7. No Rights Granted.
Recipient understands and agrees that this Agreement does not constitute a grant or
an intention or commitment to grant any right, title, patent, trademark, interest or
other proprietary right or license in Discloser's Confidential Information to
Recipient. Furthermore no trade secret disclosed under this AGREEMENT may
contribute to grant a license in the same way.

8. Disclaimer of Warranty.
ALL INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AS
TO ITS ACCURACY, COMPLETENESS, MERCHANTIBILITY, FITNESS FOR PARTICULAR
PURPOSE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, EXPRESS, IMPLIED,
OR STATUTORY. THE DISCLOSER SHALL NOT BE LIABLE TO THE RECIPIENT FOR
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 ANY DAMAGE, LOSS, EXPENSE, OR CLAIM OF LOSS OF ANY KIND (INCLUDING BUT
NOT LIMITED TO DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE,
SPECIAL, INCIDENTAL, OR RELIANCE) ARISING FROM THE RECIPIENTS USE OF OR
RELIANCE ON THE DISCLOSER’S INFORMATION.

9. Damages and Remedies.

Recipient agrees that its obligations hereunder are necessary and reasonable in
order to protect Discloser and Discloser’s business, and expressly agrees that
monetary damages would be inadequate to compensate Discloser for any breach of
any covenant or agreement set forth herein. Accordingly, Recipient agrees and
acknowledges that any such breach or threatened breach will cause irreparable
injury to Discloser and that, in addition to any other remedies that may be available,
in law, in equity or otherwise, Discloser shall, to the extent possible under applicable
law, be entitled to obtain injunctive relief against the threatened breach of this
Agreement or the continuation of any such breach, without the necessity of proving
actual damages and without the need to post bond or other security

10. Attorney Fees.

If any legal action arises relating to this Agreement, the prevailing party shall be
entitled to recover all court costs, expenses and attorney fees.

11. Modifications.
All additions or modifications to this Agreement must be made in writing and must
be signed by both parties to be effective.

12. No Agency.
This Agreement does not create any agency or partnership relationship between the
parties.

13. Applicable Law.

This Agreement and performance thereunder shall be construed accordance with
the laws of Taiwan, R.O.C., and the Taiwan New-Taipei District Court shall have the
exclusive jurisdiction in the first instance over disputes arising from or related to
this Agreement or its performance.

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14. Period
Except as specified under this Agreement, This Agreement shall apply only to
disclosures of Confidential Information made within Ten (10) years of the date of
this Agreement as first set forth above. All obligations hereunder relating to the
Confidential Information shall survive the expiration or any termination of this
Agreement.

15. Signature
Each party intends the facsimile of its signature printed by a receiving fax machine
or a scanned copy of its signature received electronically to be an original signature
and a faxed or scanned copy of this document shall be acceptable to the same extent
as a document with a signature in ink sent through the mail.

IN WITNESS WHEREOF, the Parties hereto have executed this document. By executing
this Agreement, the Parties agree to accept its terms and conditions. The person
executing this Agreement for each Party acknowledges that he/she has the appropriate
authority to do so.

Number of pages in this Agreement: 5

Signed for on behalf of

GanLot, Inc. （Discloser）
By: ______________________________________ __(print)
______________________________________ __(signature)
Title: ________________________________________
Date: ________________________________________

Signed for on behalf of

Nome da empresa（Recipient）
By: ______________________________________ __(print)
______________________________________ __(signature)
Title: ________________________________________
Date: ________________________________________

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