NDA保密协议(中英文)

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双边保密协议(NDA)模板_中英双语

Mutual Confidentiality Agreement相互保密协议between本协议由Name[address]hereinafter referred to as PARTNER以下简称合作方and与公司名地址hereinafter referred to as 公司简称以下简称XXX签订。

Subject of discussion (“Purpose”):讨论主题（“目的”）：…………………………………Whereas, the Parties intend to enhance their commercial relationship relating to the purpose as stipulated above. Whereas, during the commercial relationship it will be necessary for each party to disclose to the other party information of a confidential or proprietary nature.鉴于，双方计划加强双方之间关于上述目的的商业关系。

在商业关系存续期间，各方皆有必要向另一方披露保密或专有信息。

Therefore the parties hereby agree to the following terms and conditions governing the exchange of such information:因此，双方同意下列条件和条款适用于信息的交换：1. Proprietary Information专有信息1.1 "Proprietary Information" shall be all information of a proprietary nature which is disclosed by one party or on its behalf (the "Disclosing Party") to the other party or any of its employees or agents (the "Receiving Party") orally, in writing, or by drawings or inspection of parts or equipment, by demonstrating or in any other form, including, but not limited to samples, materials, articles, drawings, technical data or know-how relating to a party’s research, products, product ideas, services, inventions, manufacturing processes, software programs, production techniques, purchasing, accounting, assembly, distribution, engineering, marketing, merchandising and/or sales, etc. of theDisclosing Party. If the Proprietary Information is embodied in tangible material (including without limitation, software, hardware, drawings, graphs, charts, disks, tapes, prototypes and samples) it shall be labeled as “Proprietary” or “Confidential”.“专有信息”应指由一方或代表一方（“披露方”）以口头、书面，或零件或设备的绘图或验收，演示或其他任何方式披露给另一方或其任何职员或代理人（“接收方”）的具有专有性的所有信息，包括但不限于属于披露方的与其研究、产品、产品创意、服务、发明、制造工序、软件程序、生产工艺、采购、记账、组装、配送、工程、市场、推销和/或销售等相关的样品、材料、商品、图纸、技术信息或专有技术等。

NDA _Standard 保密协议英文版

CONFIDENTIALITY AGREEMENTby and between【】, a company incorporated under law with head office in with registration no. , hereby represented by , in his capacity as , duly empoweredhereinafter referred to as “XXX”;andCHINA STATE ENERGY ENGINEERING COPR.LTD, a company incorporated under China law with head office in Shanghai with registration no. 91310000100006397Jhereinafter referred to as “CSEEC”;hereinafter jointly referred to as the “Parties” or individually as the “Party”Whereasi.The Parties have both expressed an interest in evaluating business opportunities in the energysector;ii.For the purpose of evaluating business opportunities in the energy sector (the "Permitted Purpose"), the Parties intend to make available to each other certain Confidential Information (as defined in clause 2 below) at the terms of and subject to the conditions set out in thisconfidentiality agreement (the "Confidentiality Agreement");Now therefore,the Parties agree as follows:Art. 1 – Recitals and attachments1.1The recitals and the attachments in and to this Confidentiality Agreement represent an integral andsubstantial part of the same.Art. 2 – Confidential Information2.1 For the purposes of this Confidentiality Agreement, confidential information (“Confidential Information”) means:a)this Confidentiality Agreement;b)all information, including, among other, acts, documents, news, data, knowledge, know-how,designs, models, graphic representations which the Parties will come in possession of either directly or indirectly also through its own representatives as hereinafter defined, in the course and for the purpose of carrying out the activities indicated in the recitals, verbally or in writing or physically transmitted, printed on paper and/or in a visual, electronic, magnetic medium or any by other means;c)all analyses, evaluations, technical documentation and other documents of any nature whatsoever,reproduced on any kind of medium, also electronic media, prepared or originated by the Parties (or their Representatives) which directly include or reproduce the information under the foregoing paragraph;d)all information that the Parties shall define as such;e)all subsequent processing and/or modifications carried out on the basis of said ConfidentialInformation.2.2 The Parties mutually agree that the following will not be considered Confidential Information:a)information which at the moment of its disclosure is, or subsequently becomes generally availableto (through no act or omission on the part of the Parties or on the part of one of their Representatives or in any case for breaching this Confidentiality Agreement) the public domain following publication or through other means of communication;b)information which the Parties can demonstrate was already in their possession at the moment itwas placed at their disposal and that it was not acquired, either directly or indirectly, breaching any legal, contract or fiduciary obligation on the part of the supplier of said information;c)information which, while respecting the law and without breaching the provisions set forth in thisConfidentiality Agreement, has been made available to the Parties without any covenant of confidentiality from a source different from the Parties and their Representatives provided said source represents not being bound by any covenant of confidentiality with the Parties, or company of the group which the Parties are part of or which they are in charge of, or of any other covenant of confidentiality and, in any case, not having acquired said information breaching any legal, contract or fiduciary obligation;d)information the disclosure of which was previously authorized in writing by the disclosing Party.Art. 3 – Confidentiality Obligations3.1 The Parties, also on behalf of their Representatives (as defined below), undertake to keep all Confidential Information confidential and not to disclose Confidential Information to anyone, save to the extent permitted by clause 3.3 below and to ensure that all Confidential Information is protected with adequate security measures so as to prevent any access to Confidential Information by any person not qualifying under clause 3.3 below.3.2 The Confidential Information may be utilized solely and exclusively for the Permitted Purpose.3.3 The Parties may disclose the Confidential Information solely and exclusively to its own (and its subsidiaries’) directors, employees or consultants involved in the activities indicated in the recitals who will have an effective and concrete necessity to know said inf ormation (“Representatives”). The Confidential Information shall only be disclosed if such Representative has agreed in writing vis-à-vis the other Party to be bound by the terms and conditions of this Confidentiality Agreement. The Party disclosing the Confidential Information to its Representatives shall remain responsible for the compliance of this Confidentiality Agreement by the respective Representative. In the case of any violation, such Representative shall be held jointly and separately liable with the Parties. The Parties must ensure that their Representatives comply with the terms of this Confidentiality Agreement and that they take on the relative obligation before the Confidential Information is disclosed to the respective Representative. Further, the Parties may disclose the Confidential Information to any person to whom information is required or requested to be disclosed (i) by any governmental or other regulatory authority or similar body having jurisdiction over the respective Party or (ii) pursuant to the rules of any stock exchange on which securities of the respective Party are traded or (iii) pursuant to any mandatory law or regulation, such Confidential Information as is required or requested to be disclosed.3.4 Without prejudice to the confidentiality obligations under this Confidentiality Agreement, the Parties mutually undertake to promptly inform in writing the other Party (i) of any breach by a Representative of its obligations under an agreement delivered under clause 3.3 promptly upon it has obtain actual knowledge thereof; and (ii) if any Confidential Information must be disclosed according to any applicable law or regulation or any order by a competent court, governmental, supervisory or regulatory body. The Parties also undertake (to the extent permitted by law or regulation) to consult and cooperate with the other Party concerning the timing and contents of the disclosure under clause 3.3, as well as any action whatsoever that the relevant Party may reasonably intend to take in order to contest the legitimacy of the request of disclosure; the Parties also mutually agree that all disclosures due to applicable law or regulation or any order by a competent court, governmental, supervisory or regulatory body shall be limited to the minimum part of the Confidential Information required by the law or regulations, such that the obligation on the part of the Parties can be considered legitimately satisfied.3.5 Notwithstanding the provisions stated in clause 3.4 above, should a Party lose, reveal or allow the disclosure of Confidential Information to third parties without prior written approval or in breach of this Confidentiality Agreement, it must immediately inform the other Party thereof and undertake all and appropriate actions necessary to recover the Confidential Information which was lost or improperly revealed to third parties.3.6 In any case, the Confidential Information will not be published to the general public. In the event some of the results obtained through the activities indicated in the recitals are to be published by a Party, said publication must first be authorized by the other Party.3.7 The Receiving Party shall not use any Confidential Information for any purposes except those expressly contemplated hereby or as authorized by the Disclosing Party.Art. 4 – Return of Documentation4.1 A Party must, upon the other Party’s request, (i) return, arrange the return, destroy or permanently erase all the Confidential Information, without keeping any copies whatsoever and (ii) use all reasonable endeavors to ensure that anyone to whom the Party has supplied Confidential Information destroys or permanently erases such Confidential Information. Upon a Party’s request, the other Party must confirm in writing that all the Confidential Information, including Confidential Information which has been forwarded to the Representatives, has been returned, destroyed or permanently erased. Notwithstanding the foregoing, the Parties may retain data or electronic records containing Confidential Information for the purposes of backup, recovery, contingency planning, or business continuity planning so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning, or business continuity purposes. If such data or records are restored or otherwise become accessible, the Parties agree to permanently delete them.4.2 The obligations under clause 4.1 shall not apply to the extent that the respective Party or the recipients of such Confidential Information are required to retain Confidential Information by any mandatory law or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policies ("Retained Information").4.3 Notwithstanding the return of Confidential Information pursuant to clause 4.1 above, the obligations of this Confidentiality Agreement - with regard to the Retained Information - shall remain in full force and effect and continue to be binding without limit in time (save for any limitation in time that may apply under mandatory law).Art. 5 – No Representation; Intellectual Property5.1 The Parties recognize and agree that the Confidential Information is provided “as it is”. Therefore neither Party makes any representation or warranty, express or implied, as to, or assume any responsibility for the suitability, the completeness, the accuracy and reliability of any Confidential Information exchanged.5.2 Neither Party shall be under any obligation to update or correct any inaccuracy in the Confidential Information supplied to the other Party.5.3 All intellectual property rights in and to the Confidential Information shall remain the sole property of their respective owners and nothing in this Confidentiality Agreement shall be construed as granting or conferring any express or implied option, title, interest or right, by license or otherwise, with respect to any intellectual property rights embodied in the information disclosed by one Party.Art. 6 – Non-Solicitation6.1 The Parties undertake not to contact, except in the ordinary course of such commercial relations as may exist or come to exist, any employee of the other Party without the prior written consent of the respective other Party. The Parties also undertake that for a [12]-month period from the date hereof, not to initiate discussions with respect to prospective employment of any employees of the other Party, provided that the respective Party shall obtain the prior acceptance from the other Party.6.2 During a period of three [3] years from the date hereof, unless otherwise agreed in writing by the Parties, the Parties shall not and shall cause their affiliates not to, directly or indirectly recruit, solicit or otherwise induce or influence any client, lender, joint venture, supplier, agent, representative which has a business relationship with the respective other Party.Art. 7 – Miscellaneous7.1 No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof.7.2 Each of the Parties shall bear any expenses which may incur in relation to the provisions of this Confidentiality Agreement and for reviewing and evaluating the Confidential Information provided by the other Party.7.3 Should any clause of this Confidentiality Agreement be or become invalid or unenforceable, this shall not affect the validity or enforceability of the remaining clauses of this Confidentiality Agreement. The invalid or unenforceable clause shall be replaced by a valid and enforceable clause which closest reflects the economic purpose of the invalid or unenforceable clause. The same applies if this Confidentiality Agreement contains any unintended loopholes.7.4 This Confidentiality Agreeme nt may not be modified without the Parties’ prior written agreement.7.5 The Parties also undertake to respect the regulations concerning the protection of personal data.Art. 8 – Competent laws and jurisdiction8.1 This Confidentiality Agreement is governed by and construed in accordance with the substantive laws of the Singapore excluding any rule of law that would cause the application of any law other than Singapore law.8.2 The Commercial Court of Singapore shall have exclusive jurisdiction to settle any dispute out of or in connection with this Confidentiality Agreement.Art. 9 – Validity of the Agreement9.1 This Confidentiality Agreement constitutes the entire agreement and understanding between the Parties concerning the confidentiality of the Confidential Information provided in relation to the activitiesindicated in the recitals and shall supersede all prior agreements, discussions and understandings, whether written or oral, relating to its subject matters.Art. 10 – Duration of the Agreement and Renewal10.1 The obligation pursuant to this Confidentiality Agreement shall be effective for a period of two (2) years beginning on the date of its signing, unless agreed in writing otherwise.10.2 Upon expiration of this Confidentiality Agreement, all the Confidential Information must be returned to the Party who disclosed it or must be destroyed or permanently erased (to the extent technically practicable), with the exception of the application of clause 4.2 of this Confidentiality Agreement.【】____________________CEOCSEEC____________________[name][position]XXX____________________[name][position]XXX____________________[name][position]。

NDA(Eng)保密协议书英文版

NON-DISCLOSURE AGREEMENTThis Non-Disclosure Agreement(this “Agreement”) is entered into this [day] day of [month], [year] by and between [company 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 business 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 “Purpose”); andWHEREAS in order to implement the Purpose [Party A] needs to provide [Party B] with access to [Party A]’s “Confidential Information” (as defined below).NOW THEREFORE, in consideration of the mutual benefits, undertakings and promises herein, the Parties hereby agree as follows:1. Definitions1.1 For 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, customers, suppliers, or potential customers or suppliers, provided or disclosed to the Recipient or which becomes known to the Recipient, wh ether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustration 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 and 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, 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 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 to 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 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.1.3 For the purpose of this Agreement, “Affiliate” shall mean an entity controlled by, controlling or under common 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. Obligations 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 Confidential 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 samples, 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 for 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 those 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 shall 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 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 disclosure 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 customers against all losses suffered as a result of Recipient’s 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 Confidential 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”). T he Discloser and/or its licensors are 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 Discloser's trademarks, logos, copyright notices or other proprietary notices or indicia, if any, fixed or attached to the Confidential Information or any part thereof.4. Return of Confidential InformationUnless otherwise required by applicable law or regulation, the Recipient shall destroy or return to the Discloser immediately upon its request all copies of the Confidential 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 ObligationNeither this Agreement nor the disclosure or receipt of Confidential Information shall 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. WarrantyThe disclosure of any Confidential Information by the Discloser shall not constitute any other representation or warranty, 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 indemnify and defend the Discloser from third party claims.7. SurvivalUnless 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 Parties 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 Subsidiaries8.1 The references to [Party A], [Party B], Discloser and/or Recipient herein shall where the context permits include all or any of its Affiliate, Associated Companies or Subsidiaries.8.2 The 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 title and personal representatives, by and against whom this Agreement shall be enforceable as if they had been originally named as parties.9. Entire AgreementThis Agreement shall constitute the full and entire agreement between the Parties with respect to the confidentiality and non-disclosure of the 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 both Parties. This Agreement may not be assigned by either party without the prior consent in writing of the other party.10. SeverabilityIf 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 activity, 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. No PublicationNeither 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 DisclosureIn the event that the Recipient becomes legally 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 possible under the circumstances.13.NoticesAll 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 facsimile 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 number 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. RemedyEach party acknowledges that a breach of this Agreement would cause the Discloser irreparable harm which monetary 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 continue 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 JurisdictionThe interpretation construction and effect of this Agreement shall be governed and construed in all respects in accordance with the laws of the People’s 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 of[Company name of Party A] [Company name of Party B][signature] [signature]By:____________________ By:____________________Title: ________________ Title: ________________。

NDA-保密协议-中英文对照

保密协议Confidentiality Agreement1. (a) 协议双方：Parties to the Agreement:(b) 鉴于双方有意从事_ _的探讨和谈判，包括_ 等（以下简称“本项目”），披露方可能以口头、书面或者物质的形式基于保密为条件并披露方拥有并视为专有或披露方对第三方拥有保持专有信息的法律义务并以秘密或保密处置的向接收方透漏某些保密信息，包括但不限于商业、财务、技术和运营方面的信息（以下称保密信息）。

只有在如下情况下，披露方披露的信息才被接收方认为是保密信息：如果通过书面传递，则必须明显地标明“保密”字样；或如果通过口头传递，则应当在披露当时指出为“保密”。

如果披露方未能标注或指出披露的保密信息为“保密”，则接收方应当在收到披露方指定“保密”并要求将该披露的信息作为本协议项下的保密信息处理的书面通知之日起，依据本协议负责保护该披露的信息。

Whereas the parties are interested to undertake discussions and negotiations on _ , including _ (hereinafter referred to as the“Project”). It will be necessary for the “DISCLOSING PARTY”to disclose to the “RECIPIENT” certain confidential information in oral, written or physical form including without limitation business, financial, technical andoperational information on a confidential basis and which such information the Disclosing Party owns and considers to be proprietary or which Disclosing Party is under an obligation to a third party to maintain proprietary and treats as secret or confidential (hereinafter referred to as "Confidential Information") . The information disclosed by the Disclosing Party will be considered Confidential Information by the RECIPIENT only if such information is conspicuously marked as “Confidential” if communicated in writing, or if communicated orally, identified as “Confidential” at time of disclosure. If the Disclosing Party fails to mark or identify disclosed Confidential Information as “Confidential”, the RECIPIENT shall be responsible for protecting such disclosures in accordance with this Agreement from the date of receipt of written notice by the Disclosing Party identifying the disclosure as “Confidential” and requesting that such disclosure be treated as Confidential Information under this Agreement.接收方使用这些保密信息必须遵守下面的条款。

全新nda保密协议中英文2024年

全新nda保密协议中英文2024年合同目录第一章：前言1.1 合同目的1.2 合同背景1.3 定义与解释第二章：保密信息2.1 保密信息的范围2.2 保密信息的标记2.3 保密信息的处理第三章：保密义务3.1 保密信息的使用限制3.2 保密信息的保护措施3.3 保密期限第四章：信息披露4.1 披露的允许条件4.2 披露的程序4.3 披露的限制第五章：违约责任5.1 违约行为的界定5.2 违约责任的承担5.3 赔偿范围与计算方法第六章：合同的变更与终止6.1 合同变更的条件与程序6.2 合同终止的条件6.3 合同终止后的权利义务第七章：法律适用与争议解决7.1 法律适用7.2 争议解决方式7.3 争议解决的程序第八章：附加条款8.1 附加条款的效力8.2 附加条款的内容第九章：签字栏9.1 各方代表签字9.2 签订时间9.3 签订地点第十章：附件10.1 保密信息清单10.2 相关法律文件10.3 其他相关文件合同编号：______全新NDA保密协议第一章：前言1.1 合同目的本保密协议（以下简称“本协议”）旨在保护双方在合作过程中可能涉及的保密信息，确保信息的安全与机密性。

1.2 合同背景鉴于甲方与乙方（以下简称“双方”）将在业务合作中互相提供或获取保密信息，特订立本协议。

1.3 定义与解释本协议中的关键术语和定义，以及对本协议的解释规则，详见本协议附件。

第二章：保密信息2.1 保密信息的范围保密信息包括但不限于商业秘密、技术秘密、经营策略、客户信息等，具体范围详见附件。

2.2 保密信息的标记所有保密信息应明确标记为“保密”或“专有”，以便双方识别。

2.3 保密信息的处理双方应采取合理措施妥善处理保密信息，防止信息泄露。

第三章：保密义务3.1 保密信息的使用限制双方同意，保密信息仅用于本协议指定的合作目的，不得用于其他任何目的。

3.2 保密信息的保护措施双方应采取包括但不限于物理安全、网络安全等措施，保护保密信息不被未授权访问、泄露、滥用或丢失。

NDA(中英对照版)

MUTUAL NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT相互保密协议Party A: 甲方：Party B: 乙方：Whereas: 鉴于：Exchanging of relevant business and technological information is required for the ongoing business discussions or cooperation between Party A and Party B with respect to , this agreement is entered into by and between Party A and Party B through friendly consultations and under the principle of mutual benefit and joint development. 甲乙双方正在就进行会谈或合作，需要取得对方的相关业务和技术资料，为此，甲乙双方本着互惠互利、共同发展的原则，经友好协商签订本协议。

1. Definition of Confidential Information 1. 保密资料的定义Confidential information refers to data and information with respect to relevant businesses and technologies, whether in written or other forms, that have been disclosed by either Party A or Party B to the other party with clear label or designation of “confidential information"(hereinafter referred to as “confidential information"), excluding the following data and information:甲乙双方中任何一方披露给对方的明确标注或指明是“保密资料”的相关业务和技术方面的书面或其它形式的资料和信息（简称：保密资料），但不包括下述资料和信息：(1)Information that is already or to be make public available, except those disclosed by either Party A or Party B or their representatives in violation of this agreement and without authorization; (1) 已经或将公布于众的资料，但不包括甲乙双方或其代表违反本协议规定未经授权所披露的；(2)Non-confidential information that has come to the attention of thereceiving party before the disclosure of the other party;(2) 在任何一方向接受方披露前已为该方知悉的非保密性资料；(3)Non-confidential information offered by either party, before the disclosure of which the receiving party is not informed of the fact that the provider of this information (a third party) has signed a binding confidentiality agreement with the party disclosing the non-confidential information under this agreement, and the receiving party may reasonably presume that the information discloser is not forbidden to offer the information to the receiving party. (3) 任何一方提供的非保密资料，接受方在披露这些资料前不知此资料提供者（第三方）已经与本协议下的非保密资料提供方订立过有约束力的保密协议，且接受方有理由认为资料披露者未被禁止向接受方提供该资料。

保密协议NDA中英文

保密协议NDA中英文保密协议（NDA）中英文保密协议（NDA）是一份合同，用于确保双方在共享、交换敏感信息时保持信息的机密性。

本文将为您提供一份保密协议（NDA）的中英文范本。

Confidentiality Agreement (NDA)This Confidentiality Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date") by and between:________________________________________________ [Name of Party Disclosing Confidential Information], a company organized and existing under the laws of [Jurisdiction] and having its principal place of business at [Address] (the "Disclosing Party"), and________________________________________________ [Name of Party Receiving Confidential Information], a company organized and existing under the laws of [Jurisdiction] and having its principal place of business at [Address] (the "Receiving Party").The Disclosing Party and the Receiving Party shall collectively be referred to as the "Parties".WHEREAS, the Parties desire to explore a businessopportunity/project/event [Description of Opportunity/Project/Event] (the "Purpose of Disclosure") which may require the exchange and disclosure of certain confidential information;NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:1. Definition of Confidential InformationThe term "Confidential Information" as used in this Agreement shall mean any and all information, in whatever form, tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, including but not limited to:1.1 Trade secrets, designs, ideas, concepts, know-how, techniques, processes, formulas, inventions, patents, copyrights, trademarks, and any other intellectual property;1.2 Financial, commercial, technical or marketing information relating to the Disclosing Party's business operations;1.3 Information regarding the Disclosing Party's customers, suppliers, contractors, and other related third parties;1.4 Any other information identified by the Disclosing Party as confidential at the time of disclosure, or which, under the circumstances of disclosure, would be understood by a reasonable person to be confidential.2. Obligations of the Receiving Party2.1 The Receiving Party shall hold the Confidential Information in strict confidence, using the same degree of care and security measures as it uses toprotect its own confidential information of a similar nature, but not less than a reasonable standard of care.2.2 The Receiving Party shall not disclose the Confidential Information to any third party, except as expressly permitted in writing by the Disclosing Party.2.3 The Receiving Party shall use the Confidential Information solely for the Purpose of Disclosure and shall not use it for any other purpose without the prior written consent of the Disclosing Party.3. Exceptions to ConfidentialityThe obligations of confidentiality set forth in this Agreement shall not apply to any Confidential Information that:3.1 Was known to the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by written records;3.2 Is or becomes part of the public domain through no fault of the Receiving Party;3.3 Is disclosed to the Receiving Party by a third party without any obligation of confidentiality;3.4 Is independently developed by the Receiving Party without reference to or use of the Confidential Information;3.5 Is required to be disclosed by a court, administrative agency, or regulatory body, provided that the Receiving Party provides prompt notice to the Disclosing Party before making such disclosure.4. Return or Destruction of Confidential Information4.1 Upon the written request of the Disclosing Party, or upon the termination of this Agreement, whichever occurs earlier, the Receiving Party shall promptly return or destroy all copies of the Confidential Information, including any notes, summaries, or analyses derived therefrom.4.2 Notwithstanding the above, the Receiving Party may retain copies of the Confidential Information solely for its legal and archival purposes.5. Term and TerminationThis Agreement shall commence on the Effective Date and shall remain in effect until [Duration], unless terminated earlier by either Party upon [Notice Period]. The obligations of confidentiality set forth herein shall survive the termination of this Agreement.6. Governing Law and Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be resolved through amicable negotiations. In the event that the Parties are unable to resolve such dispute amicably within [Time Period], either Party may refer the dispute to mediation or arbitration in accordance with the laws of [Jurisdiction].7. Entire AgreementThis Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.IN WITNESS WHEREOF, the Parties hereto have caused this Confidentiality Agreement to be executed by their duly authorized representatives as of the Effective Date.[Name of Disclosing Party]______________________________[Title][Date][Name of Receiving Party]______________________________[Title][Date]。

完整版保密协议NDA中英文

完整版保密协议NDA中英文保密协议 NDA（Non-Disclosure Agreement）完整版（中英文）本协议（以下简称"本协议"）由下列各方（以下统称为"各方"）于日期（以下简称"本协议生效日"）签署：甲方：[甲方名称]地址：[甲方地址]联系人：[甲方联系人]电话：[甲方电话]电子邮件：[甲方电子邮件]乙方：[乙方名称]地址：[乙方地址]联系人：[乙方联系人]电话：[乙方电话]电子邮件：[乙方电子邮件]考虑到:1.在这份协议下，甲方可能会向乙方透露保密信息（以下统称为"信息"）；2.本协议是为了确保双方就任何披露及接收信息的程序、保密义务和责任作出清晰规定；3.双方同意遵守并履行本协议。

根据上述条件，各方达成以下协议：第一条：定义1.1 "保密信息"指甲方的商业、技术、客户、方法和策略等方面的机密信息，包括但不限于口头、书面、电子或任何其他形式的信息，同时上述信息已被标明为保密或根据实际情况应该被当做保密信息对待。

1.2 "接受方"指乙方以口头、书面或电子方式接收保密信息的一方。

1.3 "披露方"指甲方以口头、书面或电子方式披露保密信息的一方。

第二条：保密义务2.1 乙方同意保密并对保密信息负有保密义务，并承诺采取适当的措施确保保密信息不被未经授权的第三方泄露或使用。

2.2 乙方仅限于在履行本协议规定的目的范围内使用保密信息，并且不得将保密信息用于与本协议目的无关的任何目的。

2.3 乙方承诺对其拥有的保密信息保密，且不得向未经甲方事先书面同意的任何第三方披露。

2.4 对于接收到的保密信息，乙方应采取合理的安全措施保护该信息的机密性。

第三条：保密信息的限制3.1 下列情况不适用于保密信息的范围：（a）已为公众所熟知的信息；（b）接收方通过合法途径从第三方处获得的信息，且该第三方对该信息无保密义务；（c）接收方在接收保密信息之前已经独立开发的信息，且无法通过保密信息的内容证明否；（d）接收方在不违反本协议约定的情况下，根据法律、法规、监管机构的要求或法院的命令进行信息披露。

NDA保密协议中英文.doc

NDA保密协议中英文精选资料MUTUALNONDISCLOSUREAGREEMENT保密协议This Mutual NonDisclosure Agreement(this “Agreement”) entered into this by and betweenNamea company,Address(Hereinafter referred to as the Company)AndNamea Chinese company,Address(Hereinafter referr ed to as the Participant)CompanyandParticipantareeachadisclosingParty( Discloser)andareceivingParty(Recipient)underthisAgreement,andcollectiv elythe“Parties”本保密协议（以下通称本“协议”）由Name一家公司地址为：Address(以下通称“公司”)与name一家中国公司地址为：（以下通称“参与者”)年月日签订。

公司与参与者互为本协议下的披露方与接受方以下通称协议双方。

WITNESSETH 兹证明：WHEREASeachofCompanyandtheParticipantpossesscertainproprietaryva luableandconfidentialinformationandtechnologyand鉴于公司与参与者均拥有某些专有的、有经济价值且秘密的信息和技术WHEREASthePartiesdesiretoenterintodiscussionsforthepurposeofevaluati ngthepossibilityofcooperationinChinaandforsuchotherpurposesasthePartie smayagreeinwriting鉴于协议双方为探求在中国境内合作的可能性以及协议双方书面同意的其他目的拟进行商谈WHEREASinordertodeterminetheirinterestinenteringintosuchabusinesstra nsaction,thePartieswishtoexchangeortoprovideoneanotherwithaccesstotheirrespective“ConfidentialInformation”(asdefinedbelow),withoutunderminingitsconfidentialnatureandeconomicv alue鉴于为确定各自在合作交易中的利益在不破坏其机密性和经济价值的前提下协议双方愿意相互交换或向对方提供各自拥有的保密信息（定义见下文）NOWTHEREFORE,inconsiderationofthemutualundertakingsandpromises herein,thepartiesheretoherebyagreeasfollows:因此基于如下相互的保证和承诺协议双方达成如下条款：ConfidentialInformation保密信息ThetermConfidentialInformationmeansanyandallinformationandknowho wofaproprietary,private,secretorconfidentialnature,inwhateverform,thatrel atestothebusiness,financialcondition,technologyandorproductsoftheDisclo ser,itscustomers,potentialcustomers,suppliersorpotentialsuppliers,provide dordisclosedtotheRecipientbytheDiscloser,oranyonitsbehalf,orwhichother wisebecomesknowntotheRecipient,whetherornotmarkedorotherwisedesig natedas“confidential”,“proprietary”orwithanyotherlegendindicatingitsproprietarynatureBywayofillustrationan dnotlimitation,ConfidentialInformationincludesallformsandtypesoffinanci al,business,technical,includingbutnotlimitedtospecifications,designs,techn iques,processes,procedures,methods,compilations,inventionsanddevelop ments,products,samples,algorithms,computerprograms(whetherassourcec odeorobjectcode),data,marketingandcustomerinformation,vendorinformat ion,personalinformation,projections,plansandreports,andanyotherdata,documentation,orinformationrelatedthereto,aswellasimprovementsthereof,wh etherintangibleorintangibleform,andwhetherornotstored,compiledormemo rializedinanymediaorinwriting,includinginformationdisclosedasaresultofa nyvisitation,consultationorinformationdisclosedbyPartiestothisAgreement orotherpartiesontheirbehalfsuchasconsultants,clients,suppliersandcustome rs,etcTheDisclosershalldetermineinitssolediscretionwhatinformationandm aterialsitshalldisclosetotheRecipient“保密信息”是指任何及所有专有的、私有的、秘密的或机密性质的无论以何种形式与披露方及其客户、潜在客户、供应商或潜在供应商的业务、财务状况、技术和或产品相关的资料和技术。

2024版全新nda保密协议中英文下载-

编号：__________2024版全新nda保密协议中英文下载-甲方：___________________乙方：___________________签订日期：_____年_____月_____日2024版全新nda保密协议中英文合同目录第一章：前言1.1 合同的目的和适用范围1.2 合同的签订主体1.3 合同的生效条件第二章：定义与解释2.1 保密信息2.2 保密期限2.3 保密义务主体2.4 保密信息的使用范围第三章：保密信息的范围3.1 技术信息3.2 商业信息3.3 其他应保密的信息第四章：保密义务4.1 双方对保密信息的保密义务4.2 保密义务的期限4.3 保密义务的终止第五章：保密措施5.1 物理保密措施5.2 技术保密措施5.3 管理保密措施第六章：违约责任6.1 违反保密义务的责任6.2 违反保密义务的补救措施6.3 违约方的赔偿责任第七章：争议解决7.1 争议解决的方式7.2 争议解决的地点7.3 争议解决的适用法律第八章：合同的变更和终止8.1 合同的变更8.2 合同的终止条件8.3 合同终止后的保密义务第九章：合同的转让9.1 合同的转让条件9.2 转让方的通知义务9.3 受让方的保密义务第十章：一般条款10.1 合同的有效期10.2 合同的履行地点10.3 合同的履行方式第十一章：附则11.1 合同的修订11.2 合同的附件11.3 合同的签署日期第十二章：英文版本12.1 英文合同的翻译准确性12.2 英文合同的法律效力12.3 英文合同的签署日期第十三章：其他约定13.1 双方的其他约定13.2 附件的补充说明13.3 合同的修订记录第十四章：附件14.1 NDA保密协议中英文版本14.2 附件的签署日期14.3 附件的有效期合同编号NDA2024第一章：前言1.1 合同的目的和适用范围本合同旨在明确双方在合作过程中对保密信息的保密义务，确保双方合法权益的实现。

本合同适用于双方在合作过程中产生的所有保密信息。

英文保密协议NDA

英文保密协议NDAThis Non-Disclosure Agreement (the "Agreement") is enteredinto as of [Date], by and between [Party A], a [Party A's Entity Type] with its principal place of business at [PartyA's Address] ("Discloser"), and [Party B], a [Party B'sEntity Type] with its principal place of business at [PartyB's Address] ("Recipient").1. PurposeThe purpose of this Agreement is to protect theconfidentiality of proprietary and confidential information (the "Confidential Information") that Discloser may discloseto Recipient during the term of this Agreement. Confidential Information may include, but is not limited to, trade secrets, know-how, inventions, research and development, financial, marketing, and business plans, customer lists, and any other information that is not publicly known and that Discloser treats as confidential.2. Obligations of Recipient2.1 Recipient agrees:(a) to hold in confidence and protect the Confidential Information with the same degree of care as it would its own confidential information, but in no event less than a reasonable degree of care;(b) not to use the Confidential Information for any purpose other than as expressly authorized by Discloser in writing; (c) not to disclose the Confidential Information to any thirdparty without the prior written consent of Discloser;(d) to limit access to the Confidential Information to those employees or agents who have a need to know and who have agreed in writing to be bound by terms at least asrestrictive as those contained in this Agreement.3. Exclusions from ConfidentialityNotwithstanding the foregoing, Recipient shall not be required to maintain the confidentiality of any information that:(a) is or becomes publicly known through no fault of Recipient;(b) was rightfully in Recipient's possession free of any obligation of confidence at the time of disclosure by Discloser;(c) is independently developed by Recipient without use of or reference to the Confidential Information;(d) is rightfully obtained by Recipient from a third party who has the right to disclose it without restriction; or (e) is required to be disclosed by law or by a governmental authority, provided Recipient gives Discloser prompt written notice of such requirement and cooperates with Discloser in seeking a protective order or other remedy.4. Return of Confidential InformationUpon the request of Discloser or upon the termination of this Agreement, Recipient shall promptly return to Discloser all documents and other tangible items containing or reflecting the Confidential Information and shall destroy all copies of such Confidential Information in its possession or control.5. DurationThis Agreement shall remain in effect for a period of [Number] years from the date of this Agreement, unless earlier terminated in accordance with the provisions of this Agreement.6. TerminationThis Agreement may be terminated by either party upon [Number] days written notice to the other party. Upon termination, Recipient shall promptly return or destroy all Confidential Information as provided in Section 4.7. RemediesIn the event of a breach or threatened breach of this Agreement, Discloser shall be entitled to seek injunctiverelief in addition to any other remedies available at law orin equity.8. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws provisions.9. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.10. ModificationThis Agreement may not be amended except by a writteninstrument signed by both parties.11. SeverabilityIf any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.12. CounterpartsThis Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Party A][Signature][Title][Date][Party B][Signature][Title][Date]。

1.1 NDA Template 保密协议中英双语

保密与不披露协议NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT本保密与不披露协议（下称“协议”）由以下两方于20__年_____月【】日签署：This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into as of the ____ day of _____________, 20__ (“Effective Date”) by and between the following two parties:【填入适当的实体名称】法定代表人：【●】地址：【●】邮编：【●】[Insert entity name]Legal Representative: [● ]Address: [●]和And【填入另一方实体名称】法定代表人：【●】地址：【●】邮编：【●】[Insert entity name of other party]Legal Representative: [●]Address: [●]Postal Code: [●]RECITALS:鉴于：因【请描述合作目的】（下称“合作目的”），一方（下称“披露方”）可能会向另一方（下称“接收方”）披露保密信息（定义如下），或者接收方可能会通过其他方式访问保密信息。

In connection with [DESCRIPTION OF PURPOSE] (the "Purpose"), one Party (the “Disclosing Party”) may disclose to the other party (the “Recipient”), or the Recipient may otherwise have access to, Confidential Information (as defined below). .IT IS AGREED:双方约定：1.本协议项下披露方向接收方所披露的专有信息（下称“保密信息”）指系披露方和/或其关联方所有的书面、电子或其它形式的信息，包括但不限于所有的技术数据、分析、调查、工程信息、报告、流程、地图、图表、图纸、蓝图、创意、发明（无论是否获得专利权）、研究、说明、技术诀窍、工作方法、说明书、手册、宣传册、软件，包括但不限于第三方根据保密安排、不披露协议或默示的保密安排和对披露方的保护所披露或传递给披露方的信息；业务和财务、预测、资产、合同和发展规划；以及接收方或其代表（如第2条定义）准备的在一定程度上包含、基于或反映上述信息的所有记录、分析、总结及其他材料（下称“记录”）。

NDA保密协议中英文

MUTUALNON-DISCLOSUREAGREEMENT保密协议This Mutual Non-Disclosure Agreement(this “Agreement”) entered into this ___________by and betweenNamea company,Address(Hereinafter referred to as the "Company")AndNamea Chinese company,Address(Hereinafter referred to as the "Participant").Company and Participant are each a disclosing Party ("Discloser") and a receiving Party ("Recipient") under this Agreement, and collectively the “Parties”本保密协议（以下通称本“协议”）由Name ，一家公司，地址为：Address (以下通称“公司”) 与name ，一家中国公司，地址为：（以下通称“参与者”) 年月日签订。

公司与参与者互为本协议下的披露方与接受方，以下通称协议双方。

WITNESSETH 兹证明：WHEREAS each of Company and the Participant possess certain proprietary valuable and confidential information and technology; and 鉴于，公司与参与者均拥有某些专有的、有经济价值且秘密的信息和技术；WHEREAS the Parties desire to enter into discussions for the purpose of evaluating the possibility of cooperation in China and for such other purposes as the Parties may agree in writing 鉴于，协议双方为探求在中国境内合作的可能性以及协议双方书面同意的其他目的拟进行商谈；WHEREAS in order to determine their interest in entering into such a business transaction, theParties wish to exchange or to provide one another with access to their respective “Confidential Information” (as defined below), without undermining its confidential nature and economic value;鉴于，为确定各自在合作交易中的利益，在不破坏其机密性和经济价值的前提下，协议双方愿意相互交换或向对方提供各自拥有的保密信息（定义见下文）；NOW THEREFORE, in consideration of the mutual undertakings and promises herein, the parties hereto hereby agree as follows: 因此，基于如下相互的保证和承诺，协议双方达成如下条款：1. Confidential Information保密信息 1.1 The term "Confidential Information" means any and all information and know-how of a proprietary, private, secret or confidential nature, in whatever form, that relates to the business, financial condition, technology and/or products of the Discloser, its customers, potential customers, suppliers or potential suppliers, provided or disclosed to the Recipient by the Discloser, or any on its behalf, or which otherwise 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 illustration and not limitation, Confidential Information includes all forms and types of financial, business, technical, including but not limited to specifications, designs, techniques, processes, procedures, methods, compilations, inventions and developments, products, 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, 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 on their behalf such as consultants, clients, suppliers and customers, etc. The Discloser shall determine in its sole discretion what information and materials it shall disclose to the Recipient. 1.1 “保密信息”是指任何及所有专有的、私有的、秘密的或机密性质的，无论以何种形式，与披露方及其客户、潜在客户、供应商或潜在供应商的业务、财务状况、技术和/或产品相关的资料和技术。

NDA-标准保密协议英文版

NON-DISCLOSURE AGREEMENTbetweenandWHEREASThe parties may have disclosed and will further disclose certain confidential information (hereinafter referred to as “Information”) for the purpose of (hereinafter referred to as “Purpose”).WHEREASThe parties wish to define their rights and obligations with respect to said Information by establishing the basis upon which said Information and/or documents will be disclosed by one party (hereinafter referred to as the “Disclosing Party”) and received, held, safeguarded by the other party (hereinafter referred to as the “Receiving Party”).1.For the purpose of this Agreement, Information means information relating to one party which ismade available by such party to the other party for the Purpose, including but not limited to analyses, studies, knowledge and samples but excluding information which:(ⅰ) is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of thisAgreement); or(ⅱ) was available (as can be demonstrated by the Receiving Party’s written records or other reasonable evidence) to the Receiving Party or another person to whomit is furnished hereunder free of any restriction as to its use or disclosure prior toits being so furnished; or(ⅲ) becomes available to the Receiving Party (as can be demonstrated by the Receiving Party’s written records or other reasonable evidence) from a sourceother than the Disclosing Party, which source is not bound by any obligation ofconfidentiality to the Disclosing Party in relation to such Information; or (ⅳ) is independently developed by the Receiving Party; or(ⅴ) is required to be disclosed, retained or maintained by law or any regulation or any governmental organization.2.Both parties shall(ⅰ) treat the Information with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party’s own information of likeimportance which is to be kept confidential;(ⅱ) keep the Information relating to the other party secret and confidential and not disclose any of it to any other person other than the Receiving Party’s directions,employees, advisers or subsidiaries and affiliates who need to know the same forthe Purpose;(ⅲ) use the Information only for the Purpose unless the Disclosing Party gives itsprior written consent to such Information being used for some other agreedpurpose;(ⅳ) keep the Information, relating to the Disclosing Party, and any copies thereof secure and in such way so as to prevent unauthorized access by third party, normake any copies of it or reproduce it in any form;(ⅴ) ensure that its advisers comply with the terms of this Agreement.3.Either party shall have the right to refuse to accept any Information under this Agreement priorto any disclosure and nothing herein shall obligate either Party to disclose any particular Information.4.All Information exchanged between the Parties pursuant to this Agreement shall upon respectiverequest of the Disclosure Party either be returned to the Disclosing Party or be destroyed. On request the Receiving Party shall supply a certificate signed by any of its directors confirming the destruction of the Information.5.The Information, relating to the other party, shall remain the property of such other party (asDisclosing Party) and its disclosure shall not confer on the other party (as Receiving Party) any rights. No license is hereby granted by either party to the other party, directly or indirectly, under any patent, trademark, trade secret or other intellectual property.6.The parties disclaim any warranty (including but not limited to warranties of merchantability,fitness for a particular purpose, and non-infringement) regarding Information under this Agreement.7.The Agreement shall continue in force for three years from the signing of this Agreement.Thereafter it shall automatically continue unless terminated upon thirty days prior notice in writing. The obligations accruing prior to termination as set forth herein, shall, however, survive the termination of this Agreement for a period of two years.8.The parties hereby submit to the exclusive jurisdiction of the China courts. Venue shall beShanghai, P.R.China.9.This Agreement shall be governed by and construed in accordance with China law.10.If any of the provisions of this Agreement are or become wholly or partly void, invalid orunenforceable, this shall not affect the validity of the remaining provision.11.The provision of this Agreement may not be modified, amended, nor waived, except by a writteninstrument duly executed by the parties hereto. The requirement of written form can only be waived in writing.12.This Agreement may not be assigned by either party without the prior written consent of theother.13.Insofar as one of the parties undergoes a transformation by change in its legal form preservingits identity or by a change in legal personality due to merger, break up or transfer of assets this Agreement shall be continued with the newly formed legal successor or the legal successor taking over one of the Parties.Signed for and on behalf ofDate:Signed for and on behalf ofDate:。

(完整版)保密协议NDA(中英文)

Mutual Non-Disclosure and Confidentiality Agreement保密协议This Mutual Non-Disclosure and Confidentiality Agreement (this “Agreement”) is made and entered into as of this day of , 2018 (the “Effective Date”) by and between (the "Party A"), a company duly organized and registered under the laws of , whose registered address is situated at, and(the “Party B"), a company duly organized and registered under the laws of , whose registered address is situated at. Each of Party A and Party B may be referred to herein as a “Party” and collectively as the “Parties”.本保密协议（“本协议”）由以下双方于年月日（生效日）签订：（“甲方”），其依据国法律成立并注册，注册地址为；和（“乙方”），其依据国法律成立并注册，注册地址为。

本协议中，甲方和乙方各称“一方”，合称“双方”。

WHEREAS the Parties have an interest to discuss some cooperation about (the "Possible Project"), wherein either Party might share information with the other Party in accordance with the terms and conditions set forth in this Agreement.鉴于：双方有意洽谈一些有关的合作（“潜在项目”），且任一方均可能依据本协议约定与另一方分享信息。

机密契约NDA(中英文)

机密契约NDA(中英文)机密契约 NDA (中英文)一、背景本机密契约（以下简称"契约"）由以下的签约各方（以下简称"双方"）订立并同意遵守以下条款和条件：甲方：[___名称]地址：[地址]联系方式：[联系方式]乙方：[___名称]地址：[地址]联系方式：[联系方式]二、定义在本契约中，以下定义适用于所有条款和条件：1."机密信息" 指任何非公开的、商业敏感的信息，包括但不限于商业计划、客户名单、产品开发信息等。

2."接收方" 指接收机密信息的一方。

3."披露方" 指向接收方提供机密信息的一方。

三、保密义务1.接收方理解并同意，机密信息是披露方的财产，并承诺采取必要的措施保护机密信息的保密性，包括但不限于：- 将机密信息视为商业秘密，不向任何第三方披露；- 仅限于需要知道机密信息的公司员工披露；- 采取合理的物理和电子安全措施，防止机密信息泄漏。

2.接收方保证不将机密信息用于任何商业目的，除非双方通过书面协议正式达成相关的商业合作。

四、保密期限本契约的保密期限自签订之日起生效，直至以下两种情况之一发生：1.经披露方书面同意解除保密义务；2.经法律要求或法院命令，解除保密义务。

在解除保密义务后，接收方应立即停止使用机密信息，并如披露方要求，无条件地将机密信息归还披露方或销毁机密信息的副本。

五、争议解决本契约的解释、执行和争议解决均应适用中华人民共和国的法律。

如发生争议，双方应首先通过友好协商解决。

若协商不成，双方同意将争议提交到适当的法院进行解决。

本契约一式两份，双方各执一份，并自签署之日起生效。

甲方签名：日期：乙方签名：日期：。

NDA (Chinese)

保密协议本保密协议（本“协议”）由[ ]（下文简称为“接受方”）与_______________, （公司地址：_____________________________________）（下文简称为“披露方”）于[ ] 年[ ] 月[ ]日签署。

接受方和披露方统称为双方。

鉴于双方有意________________________，为此披露方将向接受方提供有关披露方信息和资料等高度保密资料。

为保护此类保密资料（定义见下文）的机密性，接受方谨此不可撤销且无条件承诺如下：1.接受方必须以严格保密方式对待保密资料，接受方并应确保其代表以严格保密方式对待保密资料。

未经披露方事先书面同意，接受方不得（1）向任何第三方直接或者间接公布，披露、复印、分发或其他任何方式提供或者使其获悉该保密资料；（2）为设立合作企业之外的其他目的使用保密资料。

接受方应保护保密资料的机密性，如同保护其自身拥有的有价值的、敏感的或机密的信息一样。

本协议中使用的“代表”须包括接受方的董事、主管、官员、员工、审计员、律师、保险公司、顾问及其它代表，以及分支机构和此类分支机构相应的董事、主管、官员、员工、审计员、律师、保险公司、顾问及其它代表。

本协议使用的“关联机构”须包括接受方控制的、控制接受方的或者与接受方同属一方控制的任何一方、任何人或者实体。

在本协议中，“控制”一词含义为通过拥有具有表决权的证券或者合同抑或是其它方式，直接或间接指令或影响受控制一方或者受控制人或者受控制一方或者受控制人的管理发展方向。

2. 接受方谨此确认并同意，披露方是保密资料的唯一合法所有权人，披露方并未就保密资料向接受方授予任何其他权利和许可。

3. 本协议中使用的“保密资料”意指披露方根据本协议，以书面、口头、电子、视听或者其它形式，向接受方披露的所有信息、资料、预测、意见、陈述、账册、记录、公式、商业秘密、合伙人信息、投资人信息、运营规程等，包括接受方在此基础上做出的分析报告、编撰、研究报告等。