CONFIDENTIALITYAGREEMENT(公司股权协议英文版)

CONFIDENTIALITY AGREEMENTTHIS AGREEMENT made this ____________ th dayof ___________ (Month) , 20 (Year). BETWEEN:Company Name , a company having an office in _______________ [City,Co un try] (here in after called“ Disclosing Part ) ”-and -Company Name , a company having an office in__________________ [City, Country] (hereinafter called“ Recipie nt ”)WHEREAS in conn ecti on with discussi ons relatedto _________________ t he Recipie nt has in dicated an in terest in an alyz ing and assessing the Disclosing Party interests in certain lands held by Disclos ing Party with in the area described in “ ScheduleA ” hereto (the “ Assets; a n)dWHEREAS the Recipie nt wishes to obtai n certa in Con fide ntial Information, as defined in paragraph 1(a), from the Disclosing Party, and the Disclos ing Party is prepared to disclose such Con fide ntial In formatio n to the Recipie nt upon the terms and con diti ons contained herein (the “ Con fide ntiality Agreeme nt ” )in order to en able the Recipie nt to con sider and evaluate the Con fide ntial In formati on forthe sole purpose of assessing a potential transaction with respect to a portion of the Disclosing Party 's interest in the Asseite(1hel Transaction ; ”)NOW THEREFORE THIS AGREEMENT WITNESSETH that in con siderati on of the Recipie nt being provided with Con fide ntialIn formatio n to assess the Pote ntial Tran sacti on and in con sideratio n of the premises and the mutual cove nants and agreeme nts here in contain ed, the parties hereto agree as follows:1. NON-DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION(1) All in formatio n disclosed to or acquired by the Recipie nt on or subseque nt to the date of executi on of this Con fide ntiality Agreeme nt by the Recipie nt, and whether oral or writte n, or received through electronic transmission, observation, meetings or otherwise, from the Disclosing Party with respect to or pertaining to the Assets, the Pote ntial Tran sacti on or to the bus in ess and affairs of the Disclos ing Partyin conn ecti on therewith (the “ Con fide ntial In formati oncon sidered proprietary in n ature and shall be held in strict con fide nce by the Recipie nt at all times and shall not, without the Disclos ing Party 's prior writte n consent, be disclosed directly or in directly to any other pers on, firm or corporati on, or used by the Recipie nt for any purpose other than its evaluation of the Potential Transaction. Such Con fide ntial In formati on in cludes, but shall not be limited to, finan cial results, marketi ng materials, budget in formatio n, geological, geophysical, geochemical, tran sportati on, process ing, engin eeri ng and environmental information, production data, evaluations, projections, pate nts, trade secrets, i nterpretati ons, an alyses, maps, la nd schedules, documents of title, materials relating to title matters and other documentation (whether prepared by Disclosing Party or its representatitives or other persons) made available to Recipient in anyconfidential information memorandum, data books, data rooms, presentations or websites. Such Confidential Information shall also include all reports, analyses, notes or other information (including those prepared by Recipient or its representatives) that are based on, contain or reflect any Confidential Information.(2) The Recipient shall be at liberty to disclose the Confidential Information, but shall in any event restrict the disclosure of such Confidential Information, to only such directors, officers and employees of the Recipient, any of Recipient's Affiliates, and to any of the Recipient's consultants and advisors, who need to know or need to have access to the Confidential Information for the purposes described herein (the “ AppropriatePersonnel ”). TRh e cipient shall require the Appropriate Personnel to hold the Confidential Information in confidence and shall be responsible hereunder for compliance by such persons with this Confidentiality Agreement with respect to ConfidentialInformation disclosed to them by or on behalf of the Recipient. For the purposes of this Confidentiality Agreement “ Affiliate me”ans any corporation or partnership that, directly or indirectly, controls or is controlled by the party, or is controlled by the same corporation or other person who controls the party, for which purposes “ control of”a corporation means the ability to elect amajority of its board of directors and “rtcnoenrtsrhoilp m”eanosf a pathe ability to exercise a majority of its voting rights on business decisions.(3) The Recipient and Disclosing Party shall not disclose to any person the fact that any negotiations or discussions are taking place concerning a possible transaction between the Recipient and the Disclosing Party or that the Recipient has received the Confidential Information.(4) The Recipient shall be bound by and observe all of the provisions of any confidentiality agreement (once advised by the Disclosing Party of the existence thereof) with other parties pursuant to which the Disclosing Party has acquired any portion of the Confidential Information or that are applicable to disclosure by the Disclosing Party of any of the Confidential Information to the Recipient.(5) The Recipient understands that neither this Confidentiality Agreement nor the disclosure of any Confidential Information to Recipient shall be construed as granting to it or any of its representatives any license or rights in respect of any part of the Confidential Information.(6) In the event that the Recipient is required to disclose any of the Confidential Information to or by any governmental agency, tribunal or other en tity by due legal process or by a stock excha nge on which Recipie nt's securities are listed, the n the Recipie nt shall provide theDisclosing Party with immediate notice of such requirement in order that the Disclos ing Party may seek an appropriate remedy or waive, in whole or in part, the terms of this Con fide ntiality Agreeme nt, in which case the Recipie nt shall disclose only that Con fide ntial In formatio n which it is advised by written opinion of counsel is required to satisfy such requirements. A copy of such written opinion of counsel shall, at the request of the Disclosing Party, be furnished to the Disclosing Party prior to such disclosure. Recipie nt shall cooperate fully with the Disclos ing Party on a reas on able basis in any attempt by the Disclos ing Party to obta in a protective order or other remedy.2. LIMITATIONNotwithsta nding the provisi ons contained in paragraph 1 hereof, the Con fide ntial In formati on shall n ot in clude any in formati on or kno wledge which:(1) was in the public kno wledge or was gen erally known in thebus in ess com munity at the time of disclosure;(2) becomes part of the public kno wledge or was gen erally known in the bus in ess com mun ity after the time of disclosure through no breach of the Recipie nt 's obligati ons here un der;。