保密协议(英文版)

保密协议(英文版)
Confidentiality Agreement
This Confidentiality Agreement (the "Agreement") is entered into as of [Date], by and between [Party A Name], a [Party A Jurisdiction] corporation with its principal place of
business at [Party A Address] ("Discloser"), and [Party B Name], a [Party B Jurisdiction] corporation with its
principal place of business at [Party B Address] ("Recipient").
1. Purpose:
The parties desire to discuss certain confidential
information for the purpose of exploring a potential business relationship. Discloser may disclose to Recipient certain confidential and proprietary information of Discloser, and Recipient may disclose to Discloser certain confidential and proprietary information of Recipient.
2. Confidential Information:
"Confidential Information" means all information, whether oral, written, or in electronic form, disclosed by one party
to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, marketing strategies,
financial information, technical data, trade secrets, and
proprietary know-how.
3. Non-Disclosure:
Recipient agrees that it will not use any Confidential Information for any purpose other than as necessary to evaluate the potential business relationship between the parties. Recipient further agrees that it will not disclose any Confidential Information to any third party without the prior written consent of Discloser.
4. Exceptions:
The obligations of Recipient under this Agreement shall not apply to any information that can be shown to have been: (a) publicly known at the time of disclosure; (b) publicly disclosed subsequent to disclosure by Discloser through no fault of Recipient; (c) known by Recipient prior to disclosure by Discloser; or (d) independently developed by Recipient.
5. Use and Return of Confidential Information:
Recipient agrees to use the Confidential Information solely for the purposes of this Agreement and to return or destroy all Confidential Information upon the request of Discloser or upon termination of discussions between the parties.
6. Duration:
The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of this Agreement.
7. Injunction:
Recipient acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to Discloser for which monetary damages would not be an adequate remedy. Therefore, Recipient agrees that Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
8. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of [Applicable Jurisdiction], without regard to its conflict of laws provisions.
9. Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.
10. Modification:
This Agreement may not be amended except by a written document signed by both parties.
11. Severability:
If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.
12. Counterparts:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Party A Name]
By: [Authorized Signature]
Date: [Date]
[Party B Name]
By: [Authorized Signature]
Title: [Title]
Date: [Date]。