最新NDA(Eng)保密协议书英文版.doc

《最新NDA(Eng)保密协议书英文版.doc》由会员分享，可在线阅读，更多相关《最新NDA(Eng)保密协议书英文版.doc（33页珍藏版）》请在淘文阁 - 分享文档赚钱的网站上搜索。

1、Four short words sum up what has lifted most successful individuals above the crowd: a little bit more.-author-dateNDA(Eng)保密协议书英文版MUTUAL NON-DISCLOSURE AGREEMENTNON-DISCLOSURE AGREEMENTThis Non-Disclosure Agreement (this “Agreement”) is entered into this day day of month, year by and between compan

2、y name of Party A, a company organized under the laws of registered country of Party A with its principal place of business at registered address of Party A (“Party A”), and company name of Party B, a company organized under the laws of registered country of Party B with its principal place of busin

3、ess at registered address of Party B (“Party B”). Party A is a disclosing party (“Discloser”) and Party B is a receiving party (“Recipient”) under this Agreement, and collectively the “Parties”. WITNESSETHWHEREAS Party A and Party B desire to enter into discussions for the purpose of purpose (the “P

4、urpose”); andWHEREAS in order to implement the Purpose Party A needs to provide Party B with access to Party As “Confidential Information” (as defined below).NOW THEREFORE, in consideration of the mutual benefits, undertakings and promises herein, the Parties hereby agree as follows:1. Definitions1.

5、1For the purpose of this Agreement, the term “Confidential Information” means any and all information and know-how of a private, secret or confidential nature, in whatever form, that relates to the business, financial condition, technology and/or products of the Discloser, its Affiliates, employees,

6、 customers, suppliers, or potential customers or suppliers, provided or disclosed to the Recipient or which becomes known to the Recipient, whether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustratio

7、n and not limitation, Confidential Information includes all forms and types of financial, business, scientific, technical, or engineering information and know-how, including but not limited to specifications, prototypes, designs, techniques, processes, procedures, methods, compilations, inventions a

8、nd developments, products, equipment, samples, algorithms, computer programs (whether as source code or object code), data, marketing and customer information, vendor information, personal information, projections, plans and reports, and any other data, documentation, or information related thereto,

9、 as well as improvements thereof, whether in tangible or intangible form, and whether or not stored, compiled or memorialized in any media or in writing, including information disclosed as a result of any visitation, consultation or information disclosed by Parties to this agreement or other parties

10、 on their behalf such as consultants, clients, suppliers and customers, etc. 1.2 Confidential Information shall not include information or any matter that the Recipient can demonstrate by reasonable and tangible evidence that: (a) was already known to the Recipient prior to its disclosure pursuant t

11、o this Agreement; or (b) has become a part of the public knowledge without a breach of this Agreement by the Recipient; or (c) the Discloser has explicitly approved the Recipient to disclose to third party; or (d) was independently developed by the Recipient thereafter without reference to or use of

12、 the Confidential Information; or (e) shall have been lawfully received by the Recipient from another person or entity having no confidentiality obligation to the Discloser or its Affiliates. 1.3For the purpose of this Agreement, “Affiliate” shall mean an entity controlled by, controlling or under c

13、ommon control with a party. For the purpose of this definition, the term “control” means the possession, directly or indirectly, of more than 50% of the voting stock of the controlled entity, or the power to direct, or cause the direction of the management and policy of the controlled entity.2. Obli

14、gations of the RecipientRecipient shall treat all Confidential Information of the Discloser as strictly confidential and secure, and:(a) Shall not, without the express prior written consent of the Discloser, exploit or make use, directly or indirectly, and/or copy, duplicate or reproduce such Confid

15、ential Information, for any other purpose other than for the Purpose; (b) Shall refrain, either by itself or through any third party, from analyzing or attempting to analyze the Confidential Information or any part of it, including by way of disassembly, decompiling or reverse engineering any sample

16、s, prototypes, software or other tangible objects, in order to determine the composition, design or specifications thereof;(c) Shall protect and safeguard the Confidential Information against any unauthorized use, disclosure, transfer or publication with at least the same degree of care as it uses f

17、or its own confidential or proprietary information, but in no event with less than reasonable care;(d) Shall not use any Confidential Information to compete or obtain any competitive or other advantage with respect to the Discloser;(e) Shall restrict disclosure of the Confidential Information to tho

18、se directors, officers, employees or representatives of itself or of its Affiliates who clearly have a need-to-know such Confidential Information, and then only to the extent of such need-to-know for implementing the Purpose; (f) Shall assume full responsibility for enforcing this Agreement and shal

19、l take appropriate measures with all persons acting on its behalf to insure that such persons are bound by a like covenant of confidentiality, and informing such persons that such Confidential Information shall not be disclosed except as provided herein;(g)Shall both during this Agreement and after

20、its termination keep secret and/or confidential and not (except as authorized or required for the purposes of this Agreement) use or disclose or attempt to use or disclose to any person or third party the Confidential Information;(h)Shall notify Discloser upon discovery of any unauthorized use or di

21、sclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and(i)Shall indemnify Discloser and its Affiliates, employees, customers, suppliers and potential custom

22、ers against all losses suffered as a result of Recipients breach of its obligations under this Agreement. 3. No Rights or Licenses GrantedThe disclosure of the Confidential Information pursuant to this Agreement shall not grant the Recipient any express or implied license or right in such Confidenti

23、al Information, including without limitation any right or license to any patent, trademark, copyright, trade secret, moral right or any other right recognized by any law or regulation of any jurisdiction worldwide (collectively, “Intellectual Property Rights”). The Discloser and/or its licensors are

24、 and shall remain the owners of all Intellectual Property Rights in any Confidential Information, to be used by the Recipient only for the Purpose. The Recipient agrees that it shall not remove or otherwise alter any of the Disclosers trademarks, logos, copyright notices or other proprietary notices

25、 or indicia, if any, fixed or attached to the Confidential Information or any part thereof. 4. Return of Confidential Information Unless otherwise required by applicable law or regulation, the Recipient shall destroy or return to the Discloser immediately upon its request all copies of the Confident

26、ial Information, without retaining copies thereof, and in either case shall certify in writing within thirty (30) days of receiving such a request, its compliance with the terms of this provision. 5. No Obligation Neither this Agreement nor the disclosure or receipt of Confidential Information shall

27、 constitute or imply any obligation or intention by either party to make any purchase or sale or otherwise enter into any other business relationship with the other party.6. Warranty The disclosure of any Confidential Information by the Discloser shall not constitute any other representation or warr

28、anty, including regarding the accuracy of the same. In the event of Recipient disclosing the Confidential Information to a third party, the Recipient shall be solely liable for claims of such third party who relies on accuracy of the Confidential Information and suffers loss or damage, and shall ind

29、emnify and defend the Discloser from third party claims.7. Survival Unless otherwise agreed in writing by both parties, the obligations of confidentiality hereunder with respect to all Confidential Information shall survive the termination or expiration of this Agreement, shall be binding upon the P

30、arties and their respective Affiliates or successors and shall continue until such Confidential Information is no longer considered as Confidential Information or has become public knowledge or is in public domain.8. Associated Companies or Subsidiaries 8.1The references to Party A, Party B, Disclos

31、er and/or Recipient herein shall where the context permits include all or any of its Affiliate, Associated Companies or Subsidiaries.8.2The references to Party A, Party B, Discloser and/or Recipient herein shall, except where the context renders it absurd or impossible, include its successors in tit

32、le and personal representatives, by and against whom this Agreement shall be enforceable as if they had been originally named as parties.9. Entire Agreement This Agreement shall constitute the full and entire agreement between the Parties with respect to the confidentiality and non-disclosure of the

33、 Confidential Information and shall supersede any and all prior or contemporaneous agreements and understandings relating thereto. No change, modification, or addition to any provision of this Agreement shall be binding unless made in writing and executed by the duly authorized representatives of bo

34、th Parties. This Agreement may not be assigned by either party without the prior consent in writing of the other party.10. Severability If a competent court holds that (i) any of the provisions contained in this Agreement is for any reason excessively broad with regard to time, geographic scope or a

35、ctivity, that provision shall be construed in a manner to enable it to be enforced to the maximum extent compatible with applicable law; (ii) any provision in this Agreement is void or unenforceable, such determination shall not affect the validity or enforceability of any other term or provision.11

36、.No Publication Neither party shall disclose, publicize or advertise in any manner the discussions or negotiations contemplated by the Agreement without the prior written consent of the other party, except as may be required by law.12.Compelled Disclosure In the event that the Recipient becomes lega

37、lly compelled to disclose any of the Confidential Information, it will provide the Discloser with prompt notice thereof so that the Discloser may seek a protective order or other appropriate remedy against the disclosure, and in any event will limit the disclosure to the greatest extent reasonably p

38、ossible under the circumstances.13.Notices All notices made under this Agreement shall be in writing and shall be deemed to have delivered (a) on the date personally delivered, or (b) when notices sent by electronic mail reach the electronic mail system of the other party, or (c) when sent via facsi

39、mile and acknowledged receipt by the other party, or (d) when sent by registered post and acknowledged receipt by the other party, or, when sent by ordinary post, the business day following the date of postal stamp. The abovementioned delivery should be made according to the addresses or facsimile n

40、umber specified in this Agreement or to such other addresses, electronic mail addresses or facsimile numbers of which such party shall have given notice in accordance with this clause.14.Remedy Each party acknowledges that a breach of this Agreement would cause the Discloser irreparable harm which m

41、onetary damages will be insufficient to remedy. Accordingly, the Discloser, as the case may be, in addition to any other remedies available at law, shall be entitled to specific performance, injunctive or other equitable relief as a remedy for any such breach. 15.TerminationThis Agreement shall cont

42、inue in force from the date hereof until terminated by mutual consent or by either party by giving to the other not less than 3 months prior notice.16.Governing Law and Jurisdiction The interpretation construction and effect of this Agreement shall be governed and construed in all respects in accord

43、ance with the laws of the Peoples Republic of China and the parties hereby submit to the jurisdiction of the court(s) where the Discloser is located. 17. EffectThis Agreement shall be effective the date first written above. This Agreement may be executed in counterpart, both of which together will constitute one and the same instrument.IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.For and on behalf of For and on behalf ofCompany name of Party A Company name of Party Bsignaturesignature By:_ By:_Title: _ Title: _-