技术保密协议范本英文版

Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into on this _____ day of _____________, 20____, by and between:
Party A: ____________________________
Address: ____________________________
Contact Person: _____________________
Party B: ____________________________
Address: ____________________________
Contact Person: _____________________
(each a "Party" and collectively the "Parties")
WHEREAS, the Parties are entering into certain discussions and negotiations with respect to potential business transactions or collaboration (the "Purpose");
WHEREAS, in connection with the Purpose, the Parties may exchange
certain proprietary and confidential information (as defined below) (the "Confidential Information");
WHEREAS, the Parties acknowledge that the Confidential Information is valuable and important to the disclosing Party and must be kept strictly confidential;
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
1.1 "Confidential Information" means any and all information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") pursuant to this Agreement, which information is marked or identified in writing by the Disclosing Party as confidential or
proprietary at the time of disclosure. Confidential Information shall include, but not be limited to, technical data, specifications, designs, plans, drawings, calculations, formulas, recipes, intellectual property rights, know-how, trade secrets, and any other information that is valuable and not generally known to the public.
1.2 "Purpose" means the discussions, negotiations, and potential business transactions or collaboration between the Parties.
2. Use of Confidential Information
The Receiving Party agrees that it will not use the Confidential Information for any purpose other than the Purpose. The Receiving Party shall only disclose the Confidential Information to its employees, agents, and representatives who have a need to know such information for the Purpose and who are bound by a duty of confidentiality equivalent to the terms of this Agreement. The Receiving Party shall be responsible
for any breach of confidentiality by its employees, agents, or representatives.
3. Non-Disclosure
The Receiving Party agrees that it will not disclose any Confidential Information to any third party, except as required by law or regulation, and will not use any Confidential Information for any purpose other than the Purpose. The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party and that the Disclosing Party may seek equitable relief, including injunctive relief, to enforce this Agreement.
4. Duration of Agreement
The obligations of the Parties under this Agreement shall continue for a period of _____ years from the date hereof, provided that the Parties may agree in writing to extend the term of this Agreement.
5. Return of Confidential Information
Upon the request of the Disclosing Party or the expiration or termination of this Agreement, the Receiving Party shall return all
Confidential Information to the Disclosing Party, or, at the option of the Disclosing Party, destroy all copies of the Confidential Information in the possession or control of the Receiving Party and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.
6. Representations and Warranties
Each Party represents and warrants to the other Party that:
6.1 It has the right to disclose the Confidential Information and to enter into this Agreement;
6.2 The Confidential Information does not infringe upon the rights of any third party;
6.3 It will comply with all applicable laws and regulations regarding the protection of the Confidential Information.
7. Miscellaneous
7.1 This Agreement may not be assigned by either Party without the prior written consent of the other Party.
7.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.
7.3 Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party.
7.4 If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
7.5 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of the Parties.
IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the date first above written.
Party A:
By: _____________________________
Name: __________________________
Title: __________________________
Date: __________________________
Party B:
By: _____________________________
Name: __________________________
Title: __________________________
Date: __________________________
[1]
[2]
[3]
[4]。