保密文件协议的英语

This Confidentiality Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date") between [Company Name] ("Company") and [Individual/Entity Name] ("Recipient").
WHEREAS, the Company is engaged in the business of [describe the nature of the business], and the Recipient has been engaged by, or has expressed interest in, the Company for the purpose of [describe the purpose of the Recipient's engagement or interest], and during the course of such engagement or interest, the Recipient may have access to or be exposed to certain confidential and proprietary information of the Company.
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, business, and management information;
- Trade secrets, know-how, processes, methodologies, techniques, and formulas;
- Customer lists, sales and marketing plans, and pricing information;
- Software source code, object code, algorithms, and documentation;
- Proprietary databases, compilations, and analyses;
- Business plans, strategies, and forecasts;
- Any other information that is identified as confidential by either party;
Confidential Information does not include information that:
- Is or becomes publicly known through no fault of the Recipient;
- Is already in the possession of the Recipient at the time of disclosure;
- Is independently developed by the Recipient without use of or reference to the Company's Confidential Information;
- Is obtained from a third party without a breach of such third party's obligations of confidentiality;
- Is disclosed by the Company to a third party without a breach of this Agreement.
2. Obligations of the Recipient
The Recipient agrees to:
- Maintain the confidentiality of the Confidential Information received from the Company;
- Not use the Confidential Information for any purpose other than the purpose for which it was disclosed;
- Not disclose the Confidential Information to any third party without the prior written consent of the Company;
- Use the same degree of care to protect the confidentiality of the Confidential Information as the Recipient uses to protect its own confidential information of similar importance, but in no event less than reasonable care;
- Return or destroy all Confidential Information upon the termination of this Agreement or upon the Company's written request.
3. Expiration and Return of Confidential Information
This Agreement shall remain in effect for a period of [specify duration] from the Effective Date. Upon the expiration or termination of this Agreement, the Recipient shall return all Confidential Information to the Company or certify its destruction.
4. Term and Termination
This Agreement shall remain in effect until terminated by either party upon written notice to the other party. The obligations of
confidentiality shall survive the termination or expiration of this Agreement and shall remain in effect for [specify duration] after such termination or expiration.
5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [specify jurisdiction].
6. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral, between the parties.
7. Amendments
This Agreement may be amended only by a written agreement executed by both parties.
IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the Effective Date first above written.
[Company Name]
By: __________________________
Name:
Title:
[Recipient Name]
By: __________________________
Name:
Title:。