英文技术保密协议模板

This Technology Confidentiality Agreement (the "Agreement") is made and entered into as of [Insert Date], by and between [Insert Company Name] ("Company"), a [Insert Company's Legal Status] entity organized and existing under the laws of [Insert Jurisdiction], and [Insert
Individual's Name] ("Recipient"), an individual residing at [Insert Recipient's Address].
RECITALS
WHEREAS, the Company has developed certain technology, including but not limited to [Insert Specific Technologies, Processes, or Information], which it desires to protect from unauthorized use and disclosure; and
WHEREAS, the Company is willing to provide the Recipient with access to such technology on the condition that the Recipient agrees to maintain the confidentiality of such information;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. 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 business information;
- Software, source code, object code, algorithms, technical specifications, formulas, processes, designs, prototypes, and documentation;
- Business plans, marketing strategies, and customer lists;
- Proprietary methods, processes, or procedures;
- Any other information that is identified as confidential by the Company or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure.
2. Confidentiality Obligations
The Recipient agrees to:
- Hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Company;
- Use the Confidential Information solely for the purpose of evaluating, negotiating, or entering into a business relationship with the Company;
- Ensure that all employees, consultants, or agents who have access to the Confidential Information are made aware of and agree to be bound by the terms of this Agreement;
- Not make any copies of the Confidential Information except as necessary for the purpose of fulfilling the Recipient's obligations under this Agreement;
- Return all Confidential Information to the Company upon the termination of this Agreement or upon the Company's written request.
3. Exclusions from Confidential Information
The obligations of confidentiality shall not apply to information which:
- Is or becomes publicly known through no fault of the Recipient;
- Is already in the possession of the Recipient at the time of disclosure and is not subject to a confidentiality obligation;
- Is independently developed by the Recipient without use of or reference to the Confidential Information;
- Is obtained from a third party without a breach of such third party's obligations of confidentiality;
4. Term
This Agreement shall remain in effect for a period of [Insert Duration, e.g., five years] from the date of execution by both parties.
Notwithstanding the foregoing, any Confidential Information disclosed hereunder shall remain confidential in perpetuity.
5. Return of Confidential Information
Upon the termination or expiration of this Agreement, or upon the Company's written request, the Recipient shall promptly return to the Company all copies of the Confidential Information or certify, if requested, the destruction of such Confidential Information.
6. No License or Rights Granted
Nothing in this Agreement shall be construed as granting any license, interest, or rights in the Confidential Information to the Recipient, except as expressly provided herein.
7. No Obligation to Do Business
Nothing in this Agreement shall obligate the Company to enter into any business relationship with the Recipient or to provide any services or products to the Recipient.
8. 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.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction].
10. Waiver
No failure to exercise, and no delay in exercising, on the part of
either party, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
IN WITNESS WHEREOF, the parties have executed this Technology Confidentiality Agreement as of the date first above written.
[Insert Company Name]
By: ___________________________
Name:
Title:
[Insert Individual's Name]
By: ___________________________
Name:
Title:
NOTICE: This document is a template and should be reviewed and modified by an attorney to meet the specific needs and circumstances of the parties involved.。