保密协议范文中英文对照

保密协议范文中英文对照

Confidentiality Agreement (保密协议)

This Confidentiality Agreement (hereinafter referred to as the "Agreement") is made and entered into by and between the undersigned parties, [Party A] and [Party B] (collectively referred to as the "Parties"), in order to protect the confidential information disclosed between them. The Parties agree to the following terms:

1. Definition of Confidential Information

Confidential Information refers to any proprietary or sensitive information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in written, oral, electronic, or any other form, which should be treated with utmost confidentiality. Examples of Confidential Information include but are not limited to trade secrets, business plans, financial records, customer data, technical information, and any information marked as confidential.

2. Obligations of the Receiving Party

The Receiving Party agrees to:

2.1 Maintain strict confidentiality: The Receiving Party shall not disclose, reveal, or make accessible any Confidential Information to any third party without the prior written consent of the Disclosing Party.

2.2 Restrict internal access: The Receiving Party shall limit the internal access to the Confidential Information within its organization to only those employees or agents who have a legitimate need to know, and ensure that

such individuals are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.

2.3 Use solely for authorized purposes: The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling its obligations under any existing or future agreement between the Parties, and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

3. Exceptions

The obligations set forth in this Agreement shall not apply to the following:

3.1 Information already in possession: If the Receiving Party can demonstrate that it already had knowledge of the Confidential Information prior to its disclosure by the Disclosing Party or obtained the information from a third party with the legal right to disclose it.

3.2 Publicly available information: If the Confidential Information becomes publicly available through no fault or action of the Receiving Party.

3.3 Legal disclosure requirement: If the Receiving Party is legally compelled to disclose the Confidential Information by a court, governmental agency, or other regulatory authority, provided that the Receiving Party promptly notifies the Disclosing Party to enable appropriate protective measures.

4. Term and Termination