保密协议英文合同模板

保密协议英文合同模板
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Title: Confidentiality Agreement English Contract Template [Company Name]
[Address]
[City, Province, Postal Code]
[Country]
[Date]
Confidentiality Agreement
This Confidentiality Agreement (the "Agreement") is entered into as of [Effective Date] between [Company Name] (the "Disclosing Party") and [Recipient's Name] (the "Receiving Party").
1. Definition of Confidential Information
For the purpose of this Agreement, "Confidential Information" shall mean any and all non-public, proprietary, and confidential information, data, knowledge, or material, whether in oral, written, electronic, or other form, which is disclosed by the Disclosing Party to the Receiving Party during the term of this Agreement. Confidential Information
includes, but is not limited to, trade secrets, know-how, techniques, processes, research and development data, financial data, customer lists, supplier information, and any other information that is marked or identified as confidential or should reasonably be considered as such. 2. Obligation of Confidentiality
The Receiving Party agrees that it shall:
a) Hold the Confidential Information in strict confidence and not disclose, reveal, or make such Confidential Information available to any third party, except as provided in Section 3 below;
b) Use the Confidential Information only for the purpose of [Specify the purpose of the disclosure];
c) Take all necessary and appropriate steps to protect the Confidential Information from unauthorized disclosure, copying, or use;
d) Promptly return or destroy all Confidential Information in the Receiving Party's possession upon the Disclosing Party's written request; and
e) Not use the Confidential Information for any purpose other than that for which it was disclosed, without the prior written consent of the Disclosing Party.
3. Exceptions to Confidentiality Obligations
The obligations of confidentiality and non-disclosure set forth in Section 2 above shall not apply to Confidential Information that:
a) Is or becomes publicly known through no fault of the Receiving Party;
b) Is lawfully received from a third party not under any obligation of confidentiality;
c) Is independently developed by the Receiving Party without access to or use of the Confidential Information;
d) Is required to be disclosed by law, court order, or government authority, provided that the Receiving Party promptly notifies the Disclosing Party of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief.
4. Term of Agreement
This Agreement shall commence on the Effective Date and shall continue until [Expiration Date or Event].
5. Miscellaneous
a) Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and discussions, whether oral or written, of the parties.
b) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without giving effect to its principles of conflict of laws.
c) Severability: If any provision of this Agreement is held invalid, illegal,
or unenforceable, the validity, legality, or enforceability of the remainder of the Agreement shall not in any way be affected or impaired.
d) Notices: All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally, or on the third day after mailing if mailed to the addresses first above written.
By executing this Agreement, the parties acknowledge and agree to the terms and conditions set forth above.
Disclosing Party:
[Company Name]
By: _______________________
Name:
Title:
Date:
Receiving Party:
[Recipient's Name]
By: _______________________
Name:
Date:。