英文标准保密协议

This Confidentiality Agreement (the "Agreement") is entered into as of [Insert Date] (the "Effective Date"), by and between [Insert Company Name or Individual's Name] ("Disclosing Party"), and [Insert Recipient's Name or Company Name] ("Recipient").

WHEREAS, the Disclosing Party has certain information that is confidential and proprietary to the Disclosing Party, and the Recipient desires to have access to such information for the purpose of [Insert Purpose for Accessing Confidential Information].

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including but not limited to technical, commercial, financial, operational, business, management, or other information that is disclosed by the Disclosing Party to the Recipient, either directly or indirectly, in writing, orally, or by inspection of tangible objects, or that is otherwise obtained by the Recipient in connection with the negotiations or performance of this Agreement.

Confidential Information shall not include information that:

- Was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party to the Recipient;

- Became publicly known and made generally available after disclosure by the Disclosing Party to the Recipient through no action or inaction of the Recipient;

- Was in the possession of the Recipient prior to the time of disclosure by the Disclosing Party;

- Was obtained by the Recipient from a third party without a breach of such third party's obligations of confidentiality;

- Was independently developed by the Recipient without use of or reference to the Disclosing Party's Confidential Information; or

- Is required to be disclosed by law, regulation, or court order, provided that the Recipient gives the Disclosing Party prior written notice and, to the extent legally permitted, uses reasonable efforts to obtain a protective order.

2. Obligations of the Recipient

The Recipient agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party. The Recipient shall only use

the Confidential Information for the purpose of [Insert Purpose for Accessing Confidential Information] and shall not use it for any other purpose.

3. Return of Confidential Information

Upon the termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Recipient shall return all

copies of Confidential Information to the Disclosing Party or certify,

if requested, the destruction of the same.

4. Term

This Agreement shall remain in effect for a period of [Insert Duration, e.g., two years] from the Effective Date. The obligations of confidentiality shall survive the termination or expiration of this Agreement and shall remain in effect for a period of [Insert Duration, e.g., two years] thereafter.

5. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

6. Governing Law