保密協(xié)議(中英文版)

1、XX Co., Ltd.Confidentiality AgreementParty A： XX Co., Ltd.Party B：Whereas ：Exchanging of relevant business and technological information is required for the ongoing business discussions or cooperation between Party A and Party B withrespect to , this agreement is entered into by and between Party A

2、and Party B through friendly consultations and under the principle of mutual benefit and joint development.Article One Definition of Confidential InformationConfidential information refers to data and information with respect to relevant businesses and technologies, whether in written or other forms

3、, that have been disclosed by either Party A or Party B to the other party with clear label ordesignation of "confidential information"(hereinafter referred to as "confidential information", excluding the following data and information:1Information that is already or to be make p

4、ublic available, except those disclosed by either Party A or Party B or their representatives in violation of this agreement and without authorization;2. Non-confidential information that has come to the attention of the receiving party before the disclosure of the other party;3. Non-confidential in

5、formation offered by either party, before the disclosure of which the receiving party is not informed of the fact that the provider of thisinformation (a third party has signed a binding confidentiality agreement with the party disclosing the non-confidential information under this agreement, and th

6、e receiving party may reasonably presume that the information discloser is not forbidden to offer the information to the receiving party.Article Two Obligations and Liabilities(1 Both Party A and Party B represent to the other party as the provider and receiver of confidential information, and thus

7、both undertake confidentiality obligations and liabilities.(2 Neither Party A nor Party B shall disclose or make public any confidential information to a third party (including the press or otherwise make use of theconfidential information without the written approval of the other party; Both partie

8、s are obliged to urge their representatives not to disclose or make public anyconfidential information to a third party (including the press or otherwise make use of the confidential information; unless the disclosure, publicity and application of the confidential information is required by the due

9、performance of the obligations of the two parties in association with the undertaking and proceeding of the cooperative programs under normal circumstances (including obligations to be assumed by both parties in the future pursuant to the law and the contracts signed by the two parties.(3 Both parti

10、es shall strictly limit the access to the confidential information to theirresponsible representatives only for the purposes specified hereunder.(4 Neither party shall provide a third party with copies or duplicates of theconfidential information disclosed by the other party or its representative, w

11、hether intentionally or not, unless the disclosure is allowed by a written agreement signed by the two parties.(5 In the event that the proceeding of the cooperative program ceases or either party quits the program with reasons, a party shall and shall urge its representatives to destroy or return t

12、o the other party all confidential information as well as all documents and materials and all duplicates thereof containing confidentialinformation within five working days, upon the request of the other party at any time. Nevertheless, the party possessing the confidential information may keep one

13、piece of the duplicates of the documents or materials described above only for the purposeenshrined in Article 4 hereunder, without breaching other provisions of this agreement.(6 Either Party A or Party B shall and shall urge their respective representatives to treat the confidential information pr

14、ovided by the other party with a degree of care no less than that used for the similar information in its own possession. However, under no circumstances shall the treatment of the confidential information be held under a reasonable degree of care.Article Three Intellectual Property RightsDisclosure

15、 of the confidential information by either Party A or Party B to the other party or its representatives shall not be construed to constitute an assignment or grant to the other party or its representatives of the rights and interests in relation to its trade secrets, trademarks, patents, know-how or

16、 any other intellectual property, nor shall it constitute an assignment or grant to the other party or its representatives the rights and interests in relation to the trade secrets, trademarks, patents, know-how, or any other intellectual property authorized by a third party.Article Four Preservatio

17、n and Application of the Confidential Information(1 Either Party A or Party B has the right to preserve necessary confidentialinformation, so as to make use of which in implementing binding laws, regulations, and obligations under their cooperative programs.(2 Either Party A or Party B has the right

18、 to make use of the confidential information to defend against any claims, lawsuits, judicial proceedings, and accusations towards the receiving party or its representatives in relation to the programs hereunder and relevant affairs, or to respond to summons, subpoena, or other legal proceedings wit

19、h respect to the programs hereunder and relevant affairs.(3 Either party can, in light of actual demand, disclose the confidential information in any reports, statements or certificates submitted to any regulatory organs at municipal, provincial, central, or other levels that have jurisdiction or as

20、sert having jurisdiction over the receiving party, after informing the other party in written form and making a copy for the other party of the disclosed information.Article Five Dispute Settlement and Governing LawsThis agreement shall be governed by and be interpreted in accordance with the laws o

21、f the Peoples Republic of China. With respect to any issues, disputes, lawsuits or proceedings arising from or in connection with the rights and obligations of the parties hereunder, the two parties shall irrevocably accept the jurisdiction of the peoples courts of the Peoples Republic of China.Arti

22、cle Six Term of the Agreement(1 This agreement shall remain effective for years, and shall come into force as from the date when both parties sign and stamp the company chop on the agreement.(2 This agreement shall be held in four copies of the same form. Each party shall preserve two copies with eq

23、ual legal effect.Party A: XX Co., Ltd.Address ：Tel ：Fax ：（Seal ）Signature of Legal Representative (or Authorized Representative：Date:Party B：Address ：Tel ：Fax ：（Seal ）Signature of Legal Representative (or Authorized Representative：Date:XX 信息發(fā)展股份有限公司保密協(xié)議甲方： XX信息發(fā)展股份有限公司乙方：鑒于：甲乙雙方正在就 進(jìn)行會(huì)談或合作，需要取得對(duì)方的相關(guān)

24、業(yè)務(wù)和技術(shù)資料，為此，甲乙雙方本著互惠互利、共同發(fā)展的原則，經(jīng)友好協(xié)商簽訂本協(xié)議。第一條 保密資料的定義甲乙雙方中任何一方披露給對(duì)方的明確標(biāo)注或指明是“保密資料”的相關(guān)業(yè)務(wù)和技術(shù)方面的書面或其它形式的資料和信息（簡(jiǎn)稱：保密資料），但不包括下述資料和信息：1、已經(jīng)或?qū)⒐加诒姷馁Y料，但不包括甲乙雙方或其代表違反本協(xié)議規(guī)定未經(jīng)授權(quán)所披露的；2、在任何一方向接受方披露前已為該方知悉的非保密性資料；3、任何一方提供的非保密資料，接受方在披露這些資料前不知此資料提供者（第三方）已經(jīng)與本協(xié)議下的非保密資料提供方訂立過(guò)有約束力的保密協(xié)議，且接受方有理由認(rèn)為資料披露者未被禁止向接受方提供該資料。第二條 雙方責(zé)

25、任（一）甲乙雙方互為保密資料的提供方和接受方，負(fù)有保密義務(wù)，承擔(dān)保密責(zé)任。（二）甲乙雙方中任何一方未經(jīng)對(duì)方書面同意不得向第三方（包括新聞界人士）公開和披露任何保密資料或以其他方式使用保密資料。雙方也須促使各自代表不向第三方（包括新聞界人士）公開或披露任何保密資料或以其它方式使用保密資料。除非披露、公開或利用保密資料是雙方從事或開展合作項(xiàng)目工作在通常情況下應(yīng)承擔(dān)的義務(wù)（包括雙方今后依法律或合同應(yīng)承擔(dān)的義務(wù)）適當(dāng)所需的。（三）雙方均須把保密資料的接觸范圍嚴(yán)格限制在因本協(xié)議規(guī)定目的而需接觸保密資料的各自負(fù)責(zé)任的代表的范圍內(nèi)；（四）除經(jīng)過(guò)雙方書面同意而必要進(jìn)行披露外，任何一方不得將含有對(duì)方或其代表披露的保密資料復(fù)印或復(fù)制或者有意無(wú)意地提供給他人；（五）如果合作項(xiàng)目不再繼續(xù)進(jìn)行或其中一方因故退出此項(xiàng)目，經(jīng)對(duì)方在任何時(shí)候提出書面要求，另一方應(yīng)當(dāng)、并應(yīng)促使其代表在五（5）個(gè)工作日內(nèi)銷毀或向?qū)Ψ椒颠€其占有的或控制的全部保密資料以及包含或體現(xiàn)了保密資料