英语版保密协议

This Confidentiality Agreement ("Agreement") is entered into as of [Date] ("Effective Date"), between [Your Company Name] ("Company") and [Recipient's Name/Company Name] ("Recipient").
Whereas, the Company and the Recipient intend to engage in discussions, negotiations, or transactions ("Transaction") related to the Company's business, products, services, technology, or other confidential information ("Confidential Information").
Now, Therefore, in consideration of the mutual covenants and agreements 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, or other information that is disclosed by either party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.
Confidential Information shall include, but not be limited to, the following:
a) Trade secrets, technical specifications, designs, prototypes, and any other proprietary information of the Company or its affiliates.
b) Financial projections, budgets, financial statements, and other financial information of the Company or its affiliates.
c) Marketing and business plans, strategies, and customer lists of the Company or its affiliates.
d) Any and all information that is designated as "Confidential" or "Proprietary" by either party or that should reasonably be considered to be confidential given the nature of the information and the circumstances of disclosure.
2. Obligations of the Parties
a) The Recipient agrees to hold the Confidential Information in strict confidence and not to use it for any purpose other than the Transaction, unless otherwise agreed in writing by the Company.
b) The Recipient agrees not to disclose the Confidential Information to any third party without the prior written consent of the Company.
c) The Recipient agrees to take all reasonable steps to protect the confidentiality of the Confidential Information, including, but not limited to, restricting access to the Confidential Information to those employees, agents, consultants, or other representatives of the Recipient who have a need to know and are bound by confidentiality obligations similar to those contained in this Agreement.
3. Exclusions from Confidential Information
The obligations of confidentiality under this Agreement shall not apply to information that:
a) Is or becomes publicly known through no fault of the Recipient.
b) Is already in the possession of the Recipient at the time of disclosure and is not subject to a confidentiality obligation.
c) Is independently developed by the Recipient without use of or reference to the Confidential Information.
d) Is received from a third party without a breach of such third party's obligations of confidentiality.
4. Term and Termination
This Agreement shall remain in effect until [specified end date] or
until the Confidential Information is no longer confidential, whichever occurs first.
Either party may terminate this Agreement at any time by providing written notice to the other party.
5. Survival
The obligations of confidentiality under this Agreement shall survive
the termination or expiration of this Agreement for a period of [specified duration], following the termination or expiration of this Agreement.
6. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
Any disputes arising out of or in connection with this Agreement shall
be resolved through binding arbitration in accordance with the rules of [Arbitration Institution].
7. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, negotiations, understandings, and representations, whether oral or written, of the parties.
IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the Effective Date.
[Your Company Name]
By: ___________________________
Name:
Title:
[Recipient's Name/Company Name]
By: ___________________________
Name:
Title:。