保密协议模板

THIS CONFIDENTIALITY AGREEMENT is dated [May 26, 2015]PARTIES(1) [China State Construction Harbour Construction co., LTD], situated at 12FShoudong Building, No.19 Guoshun East Road, Yangpu District, Shanghai, China 200433 (“Disclosing Party”).(2) [COMPANY NAME], situated at [REGISTERED OFFICE ADDRESS] (“RecipientParty”).BACKGROUND(A) The Disclosing Party has provided to the Recipient Party certain ConfidentialInformation in connection with the Project (as such terms are defined below).(B) The Parties have agreed that the Recipient Party may use that ConfidentialInformation on the terms and conditions of this Agreement.AGREED TERMS1. DEFINITIONS AND INTERPRETATION1.1 In this Agreement the following terms mean:Agreement: this written agreement, including the Schedules.Confidential Information: all information whether disclosed in writing, orally, or by any other means to the Recipient Party before or after the date of this Agreement and which by its nature is confidential, is marked as confidential, for the purposes of this Agreement is clearly intended to be confidential, or which is known or reasonably should be known by the Recipient Party to be confidential including but not limited to software products and/or software documentation, software applications, software modules, source code, derivative works, inventions, know-how and ideas, trade secrets, trademark and copyright applications, technical and business plans, technical information, proposals, specifications, drawings, data, computer programs, pricing, costs, financial information, procedures, proposed products, processes, business systems, techniques, services and like technical or business information.Project: [ Project Name].1.2 Clause, schedule and paragraph headings are for ease of reference and do not formpart of or affect the interpretation of this Agreement.11.3 In the event of any inconsistency between the provisions of any Schedule and theprovisions of the main body of this Agreement, the latter shall prevail to the extent of the inconsistency.1.4 Words in the singular shall include the plural and vice versa.1.5 A reference to a statute or statutory provision is a reference to it as it is in force forthe time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.1.6 Where the words include(s), including or in particular are used in this Agreement,they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.2. CONFIDENTIALITY OBLIGATIONS2.1 The Recipient Party acknowledges that it has acquired and/or will acquire from theDisclosing Party Confidential Information and any unauthorised disclosure or use of Confidential Information will damage the interests of the Disclosing Party.2.2 The Recipient Party agrees that it shall:(a) use any Confidential Information received by it only to evaluate, negotiateand develop proposals in relation to the Project;(b) keep all Confidential Information received by it completely and strictlyconfidential and shall not disclose any of that Confidential Information to anyperson other than directors, officers or employees, professional advisers andconsultants who need to know the Confidential Information for the purpose ofevaluating, developing or negotiating proposals in relation to the Project (andsuch other persons as the Disclosing Party may from time to time agree inwriting in adva nce) (the “Permitted Recipients”); and(c) procure that its Permitted Recipients comply with the terms of this Clause 2as if a party to it.2.3 Except as permitted by the provisions of Clause 2.2(b) and subject to the exceptionsin Clause 2.4, the Recipient Party shall not disclose to any person or announce the fact that investigations, discussions or negotiations are taking place (or have taken place) concerning the Project without the Disclosing Party’s prior written consent.2.4 The obligations of confidentiality contained in this Clause 2 will not apply toConfidential Information which the Recipient Party can demonstrate:2(a) is in the public domain prior to receipt; or(b) enters the public domain after receipt other than as a result of a breach bythe Recipient Party of any obligation to the Disclosing Party;(c) by documentation was known to the Recipient Party prior to disclosure by theDisclosing Party by reason other than having been previously disclosed inconfidence to the Recipient Party;(d) was disclosed to the Recipient Party on a non-confidential basis by a thirdparty who did not owe any obligation of confidence to the Disclosing Partywith respect to the disclosed Confidential Information;(e) was independently developed by the Recipient Party without reference to theDisclosing Party’s Confidential Information; or(f) is required to be disclosed by a court of law or other competent tribunal, orany government body or other regulatory authority.2.5 The Recipient Party shall notify the Disclosing Party immediately on discovery of anyloss, unauthorised disclosure or use of Confidential Information and shall provide reasonable assistance to the Disclosing Party to regain possession of the Confidential Information and to prevent any further unauthorised use or disclosure.3. ACCURACY/COMPLETENESS OF CONFIDENTIAL INFORMATIONThe Disclosing Party accepts no responsibility and makes no warranty or representation as to the accuracy or completeness of the Confidential Information disclosed by it or on its behalf and the Recipient Party acknowledges and agrees that it places no reliance on the Confidential Information and will be responsible for making its own decisions in connection with the Project.4. NO LICENCEThe Recipient Party acknowledges that neither it nor any of its Permitted Recipients shall be entitled to any right or licence in respect of any Confidential Information received by any of them.5. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION3The Recipient Party shall immediately on receipt of a written request from the Disclosing Party, return to the Disclosing Party or (if requested) destroy all originals and copies of documents (in any form) containing or reflecting any Confidential Information.6. TERMINATION OR EXPIRYThis Agreement shall remain in full force and effect until the earliest to occur of:(a) the Parties entering into an agreement in relation to the Project containingsubstantially similar obligations of confidentiality; or(b) in the event that the Parties do not enter into such an agreement, the expiryof a period of two years from the date on which the Parties’ discussions andnegotiations concerning the Project terminated or ceased.7. REMEDIES7.1 The Recipient Party acknowledges that remedies at law may be inadequate to protectagainst breach of this Agreement and hereby agrees in advance for the seeking of injunctive or equitable relief in favour of the Disclosing Party without proof of actual damage. Any such relief shall be in addition to, and not in lieu of money, damages or any other legal or equitable remedy available to the Disclosing Party.7.2 The Recipient Party shall be liable for and shall indemnify the Disclosing Partyagainst any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by the Disclosing Party which arise out of or in connection with, directly or indirectly, the Recipient Party’s performance or non-performance of its obligations under this Agreement.8. VARIATIONNo variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.9. WAIVER9.1 Failure to exercise, or any delay in exercising, any right or remedy provided underthis Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.9.2 No single or partial exercise of any right or remedy provided under this Agreement orby law shall preclude or restrict the further exercise of any such right or remedy.410. SEVERANCEIf any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.11. ENTIRE AGREEMENT11.1 This Agreement constitutes the whole agreement between the Parties andsupersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.11.2 Each party acknowledges that, in entering into this Agreement, it does not rely on anystatement, representation, assurance or warranty (a “Representation”) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. Each Party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this Agreement.11.3 Nothing in this Clause shall limit or exclude any liability for fraud.12. ASSIGNMENTNeither Party shall, without the prior written consent of the other Party, assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.13. RIGHTS OF THIRD PARTIESA person who is not a Party to this Agreement shall not have any rights under or inconnection with it. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.14. NOTICESAny notice or other communication to be made pursuant to the terms and conditions of this Agreement shall be in writing to the Party’s address as set out above or such other address as the Party may notify in writing from time to time and shall be sufficient made if:(a) sent by pre-paid first class post; or(b) facsimile; or5(c) delivered by handand shall except in the case of delivery by hand be deemed to have been delivered two days after the communication was posted or faxed. If delivered by hand the delivery shall be deemed to have occurred on the same day.15. COUNTERPARTSThis Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.16. GOVERNING LAW AND JURISDICTION16.1 This Agreement and any dispute or claim arising out of or in connection with it or itssubject matter, shall be governed by, and construed in accordance with, English law.16.2 The Parties irrevocably agree that the courts of England shall have exclusivejurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.This Agreement has been entered into on the date stated at the beginning of it.Signed by [我方预填]for and on behalf of [我方预填] ....................................... Authorised SignatorySigned by [NAME]for and on behalf of [INSERT COMPANY NAME] ....................................... Authorised Signatory6。