保密协议英文版

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保密协议(中英文)

保密协议(中英文)Both parties confirm the following terms of the agreement:1.保密信息的定义：指披露方向接受方提供或透露的任何技术、商业、财务或其他信息，无论以何种方式提供，包括但不限于书面、口头、电子邮件、图表或样品等形式。

1.n of Confidential n: Refers to any technical。

commercial。

financial。

or other n provided or disclosed by the Disclosing Party to the Receiving Party。

in any form。

including but not limited to written。

oral。

electronic mail。

charts。

or samples.2.保密信息的保护：接受方应采取合理的措施，以确保保密信息的保密性和安全性，不得泄露或使其失去机密性，包括但不限于限制访问、加密、安全存储等措施。

2.XXX: The Receiving Party shall take XXX and security of the confidential n。

and shall XXX。

including but not limited to limiting access。

n。

secure storage。

and other measures.3.保密信息的使用：接受方仅可将保密信息用于履行本协议项下的义务，不得用于其他任何目的，包括但不限于复制、修改、转让、出售等。

e of Confidential n: The Receiving Party shall only use the XXX agreement。

and shall not use it for any other purpose。

including but not limited to copying。

保密协议中英文对照(2024版)

保密协议中英文对照(2024版)合同目录Chapter 1: Preliminary1.1 Purpose of the Agreement1.2 Legal Basis of the Agreement1.3 Scope of Application of the AgreementChapter 2: Definitions2.1 Definition of Confidential Information2.2 Explanation of Related TermsChapter 3: Scope and Classification of Confidential Information 3.1 Specific Scope of Confidential Information3.2 Classification Standards of Confidential Information Chapter 4: Confidentiality Obligations4.1 Confidentiality Responsibilities of the Receiving Party4.2 Confidentiality Responsibilities of the Disclosing Party 4.3 Specific Requirements for Confidentiality MeasuresChapter 5: Disclosure of Confidential Information5.1 Conditions and Restrictions for Disclosure5.2 Confidentiality Obligations After Disclosure5.3 Procedures and Requirements for DisclosureChapter 6: Liability for Breach of Contract6.1 Definition of Breach of Contract6.2 Consequences and Liabilities for Breach6.3 Remedial Measures for Breach of ContractChapter 7: Modification, Renewal, and Termination of the Agreement 7.1 Conditions and Procedures for Modification of the Agreement 7.2 Conditions for Renewal of the Agreement7.3 Conditions and Consequences for Termination of the Agreement Chapter 8: Dispute Resolution8.1 Methods and Procedures for Dispute Resolution8.2 Applicable Law and JurisdictionChapter 9: Additional Provisions9.1 Formulation and Effect of Additional Provisions9.2 Content and Scope of Additional ProvisionsChapter 10: Signature and Effectiveness10.1 Signature Section10.2 Signing Time and Place10.3 Conditions for the Effectiveness of the AgreementChapter 11: Miscellaneous11.1 Right of Interpretation of the Agreement11.2 Supplement and Modification of the Agreement11.3 Filing and Publicity of the Agreement合同编号_______第一章：前言1.1 目的本保密协议（以下简称“本协议”）由甲乙双方签订，旨在明确双方在合作过程中对保密信息的保护义务。

保密协议范文中英文对照

保密协议范文中英文对照Confidentiality Agreement (保密协议)This Confidentiality Agreement (hereinafter referred to as the "Agreement") is made and entered into by and between the undersigned parties, [Party A] and [Party B] (collectively referred to as the "Parties"), in order to protect the confidential information disclosed between them. The Parties agree to the following terms:1. Definition of Confidential InformationConfidential Information refers to any proprietary or sensitive information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in written, oral, electronic, or any other form, which should be treated with utmost confidentiality. Examples of Confidential Information include but are not limited to trade secrets, business plans, financial records, customer data, technical information, and any information marked as confidential.2. Obligations of the Receiving PartyThe Receiving Party agrees to:2.1 Maintain strict confidentiality: The Receiving Party shall not disclose, reveal, or make accessible any Confidential Information to any third party without the prior written consent of the Disclosing Party.2.2 Restrict internal access: The Receiving Party shall limit the internal access to the Confidential Information within its organization to only those employees or agents who have a legitimate need to know, and ensure thatsuch individuals are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.2.3 Use solely for authorized purposes: The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling its obligations under any existing or future agreement between the Parties, and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.3. ExceptionsThe obligations set forth in this Agreement shall not apply to the following:3.1 Information already in possession: If the Receiving Party can demonstrate that it already had knowledge of the Confidential Information prior to its disclosure by the Disclosing Party or obtained the information from a third party with the legal right to disclose it.3.2 Publicly available information: If the Confidential Information becomes publicly available through no fault or action of the Receiving Party.3.3 Legal disclosure requirement: If the Receiving Party is legally compelled to disclose the Confidential Information by a court, governmental agency, or other regulatory authority, provided that the Receiving Party promptly notifies the Disclosing Party to enable appropriate protective measures.4. Term and TerminationThis Agreement shall remain in effect for a period of [specify term] from the Effective Date, unless terminated earlier by mutual written agreement or upon a material breach by either Party. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party and provide written certification of compliance.5. Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [specify jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [specify jurisdiction].In witness whereof, the Parties have executed this Confidentiality Agreement as of the Effective Date.Party A:Name:Title:Signature:Party B:Name:Title:Signature:保密协议 (Confidentiality Agreement)本保密协议（以下简称“协议”）由甲方和乙方（以下合称“双方”）签署并生效，旨在保护双方之间披露的机密信息。

中英文保密协议模板

7、在披露时，披露人不作任何陈述或保证其披露的产品或商业计划将被投入市场或实施。保密义务人为响应披露人披露保密信息所采取行动的，其应自行承担相应风险。
TheParticipantacknowledgesandagreesthattheconfidentialinformationisprovidedonanasisbasis.DISCL。 SERMAKESN。WARRANTIES,EXPRESS。RIMPLIED,WITHRESPECTT。THEC。NFIDENTIALINF。RMATI。 NANDHEREBYEXPRESSLYDISCLAIMSANYANDALLIMPLIEDWARRANTIES。 FMERCHANTABILITYANDFITNESSF。RAPARTICULARPURP。SE.INN。EVENTSHALLDISCL。 SERBELIABLEF。RANYDIRECT,INDIRECT,SPECIAL,。RC。NSE。UENTIALDAMAGESINC。NNECTI。 NWITH。RARISING。UT。FTHEPERF。RMANCE。RUSE。FANYP。RTI。N。FTHEC。NFIDENTIALINF。 RMATI。N.
TheconfidentialinformationdisclosedunderthisAgreementisdescribedas:,applicableexplicitlytocompanyproposedand nottransferable.
1.本协议项下披露的保密信息是,明确地适用于公司所提议的、不予转让的信息。
9、基于披露人的书面请求，保密义务人应当返还所有书面材料、电子资料给披露人或进行销毁，保密义务人应在5天内提交其签署的书面声明给披露者。
ThepartiesdonotintendthatanyagencyorpartnershiprelationshipbecreatedbetweenthembythisAgreement. 10、双方之间并不因本协议而建立任何代理或合伙关系。 TheobligationssetoutinthisAgreementshallcontinueforaperiodof24monthsfromtheEffectiveDate. H.本协议项下的保密义务有效期是自生效日起24个月内。 AlladditionsormodificationstothisAgreementmustbemadeinwritingandmustbesignedbybothparties. 12、本合同的任何补充或变更均须以书面的方式进行，且须双方签字方可生效。 ThisAgreementismadeunderandshallbeconstruedaccordingtothelawsofChina. 13、这份协议是根据中国的法律制定的，并应根据中国法律进行有关解释。 DISCL。SER披露人 AuthorizedSignature授权代表签名 Name（姓名）: Title（职务）： PARTICIPANT保密义务人

保密协议(中英文对照)

MUTUAL NON-DISCLOSURE AGREEMENT共同保密协议THIS AGREEMENT (the “Agreement”) is made as of this _* _ day of ___**____, by and between [*** Valve ShangHai ], having its principal office at [******** ShangHai P.R. China] and [Shanghai ********** Co., Ltd.], having its principal office at [**************Shanghai, P.R. China], eac h being referred to herein as a “Party” and collectively as the “Parties.”本协议（以下称为“协议”）由“*** *** ShangHai ”公司（公司所在地：中国上海********）和“上海***国际贸易有限公司”（公司所在地：中国上海**********）于_**_年 *月**日共同签署。

协议任何一方以下简称为“一方”，协议双方以下统称为“双方”。

WHEREAS, both Parties, for their mutual benefit, desire that certain confidential and proprietary information be disclosed to each other for the purpose of[Parts quotation] (the “Purpose”); and鉴于，双方本着互利的精神，希望为[零配件报价]的目的，相互披露某些保密和专有信息。

WHEREAS, the Parties wish to keep the subject of any discussions related to the Purpose set forth above and any Confidential Information (defined hereinafter) disclosed by one Party to the other confidential;鉴于，双方希望对上述与目的相关的所有讨论事项及一方向另一方披露的所有保密信息（定义见下文）加以保密；NOW, THEREFORE, in consideration of disclosure and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:因此，基于保密信息披露的事实以及有效对价的约因，双方达成如下协议：1. The term “Confidential Information” shall include and mean any and all technical and busine ss information which is hereafter disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) orally, visually, electronically or in writing. Such Confidential Information may include, but is not limited to, information in the form of, or relating to, drawings, specifications, memoranda, operational data, photographs, models, prototypes, designs, materials, constructions, computer firmware and software, manufacturing methods and techniques, quality control and test methods and data, costs and pricing, financial information, marketing and sales data and plans, and product applications.1、“保密信息”包括或指在本协议签订后，一方（“披露方”）向另一方（“接收方”）以口头方式、可视方式、电子或书面形式披露的任何和所有保密的技术和商业信息。

保密协议ConfidentialityAgreement(中英文对照)

编号:
保密协议
Con fide ntiality Agreeme nt
甲方：
乙方：
签订日期：年月日
甲方:
Party A:
乙方：
Party B:
Байду номын сангаас鉴于：
Whereas:
就与甲方进行的会谈或合作，乙方需要取得甲方的相关业务和商业资料，为此，甲乙
双方本着互惠互利、共同发展的原则，经友好协商签订本协议。
Providi ng of releva nt bus in ess and commercial in formati on from Party A to Party B is required for the ongoing bus in ess discussi ons or cooperati on betwee n Party A and Party B with respect to，this agreement is entered into by and between
在双方协商期间乙方从甲方获取的所有的通讯信息、信息、图纸、产品和其他资料都
是保密的(“保密信息”)，但不包括下述资料和信息：
All com muni cati ons, in formati on, draw in gs, products and other materials
obta ined by Party B from Party A duri ng the n egotiati ons, are con fide ntial
informationwithout the written approval of the other party；Party B is obliged

保密协议范本(中英文)

保密协议NON-DISCLOSURE AGREEMENT项目名称(P r o j e c t):合同编号(C o n t r a c t N o.):签订地点(P l a c e o f s i g n i n g):签订时间(D a t e o f s i g n i n g):甲方(Party A)：乙方(Party B)：鉴于甲、乙双方在项目（“项目”）中互相披露保密信息，为了促进双方间的洽谈以及项目有关合同的签订与履行，明确协议双方的保密责任，甲、乙双方经平等、友好协商，签订本协议，以共同信守。

Whereas, Party A and Party B may mutually disclose the confidential information and materials for the project (the “Project”);Whereas, to facilitate the discussion, execution and implementation of the Project related contracts by both parties and to clarify the confidential obligations thereof, Party A and Party B wish to sign this Agreement after equal and friendly negotiation.NOW, THEREFORE, the parties hereto, intending to be legally bound, do hereby agree as follows:1.名词释义(Definition)1.1披露方：指基于此协议披露保密信息的一方。

The Disclosing Party shall mean the party who disclose confidential information under this agreement.1.2接收方：指基于此协议获取保密信息的一方。

保密协议英文合同范本

保密协议英文合同范本保密协议（Confidentiality Agreement）甲方（披露方）：名称：____________________地址：____________________联系人：__________________乙方（接收方）：名称：____________________地址：____________________联系人：__________________鉴于：1. 甲方拥有或可能拥有某些保密信息，该等信息对甲方具有重要意义；2. 乙方希望获取该等保密信息，以便进行_________（具体合作事项）；3. 乙方同意按照本协议的规定保护甲方的保密信息。

基于上述前提，双方同意如下：1. 定义1.1 “保密信息”指甲方拥有或控制的，在任何形式下（包括口头、书面、电子、图像等）披露给乙方的所有非公开信息，包括但不限于技术数据、商业计划、客户信息、财务数据、运营流程等。

1.2 “披露”指甲方向乙方以任何方式提供或展示保密信息的行为。

1.3 “接收方人员”指甲方内部需要知悉保密信息以履行本协议目的的员工、顾问或代表。

2. 保密义务2.1 乙方同意对甲方披露的保密信息予以严格保密，并采取一切合理措施保护该等信息不被未经授权的第三方获取。

2.2 乙方仅可将保密信息披露给其接收方人员，且必须确保该等接收方人员了解并同意遵守本协议的保密义务。

2.3 乙方不得将保密信息用于任何与_________（具体合作事项）无关的用途。

3. 保密期限本协议项下的保密义务自本协议签署之日起生效，至_________年_______月_______日终止。

但若双方之间的合作早于该日期终止，则保密义务应持续至合作终止后_______年。

4. 例外4.1 乙方对下列信息的保密义务不适用：a) 在披露时已为公众所知的信息；b) 在披露前乙方已合法持有的信息；c) 由第三方合法提供且无保密义务的信息；d) 根据法律、法规或法院命令必须披露的信息，但乙方应事先通知甲方，并尽力减少信息披露的范围。

保密协议英文版带翻译

三一文库（）〔保密协议英文版带翻译〕保密协议英文版带翻译由31doc整理，双方就各自的隐私签订保密协议，在期间不能违规公开机密，以下是小编整理的保密协议英文版带翻译NON-DISCLOSUREAGREEMENT保密协议ThisNon-DisclosureAgreement(theAgreement)ismadeande nteredintoasofthelaterofthetwosignaturedatesbelowbyandbetweenxxxxxxx.,aDelwarecorporation,and_________ ________.本保密协议(以下称协议)自xxxxxxx(一个位于Delware(特拉华)的公司)与_________________签订之日起生效。

INCONSIDERATIONOFTHEMUTUALPROMISESANDCOVENANTSCONTA INEDINTHISAGREEMENTANDTHEMUTUALDISCLOSUREOFCONFIDEN TIALINFORMATION,THEPARTIESHERETOAGREEASFOLLOWS:以本协议的双方相互承诺和保证以及双方不(对外)公开保密信息为对价，双方约定如下：1.DefinitionofConfidentialInformationandExclusions. 保密信息的定义及除外条款(a)ConfidentialInformationmeansnonpublicinformationthatapartytothisAgreement(DisclosingParty)designate sasbeingconfidentialtothepartythatreceivessuchinfor mation(ReceivingParty)orwhich,underthecircumstances surroundingdisclosureoughttobetreatedasconfidential bytheReceivingParty.ConfidentialInformationincludes ,withoutlimitation,informationintangibleorintangibl eformrelatingtoand/orincludingallbusiness,technical ,andfinancialinformation(including,withoutlimitatio n,specificcustomerrequirements,customerandpotential customerlists,marketingandpromotionalinformation,tradesecret,copyright,andtra demarkinformation,andinformationconcerningapartysem ployees,agents,divisions,practices,policies,operati ons,andpricinginformation),aswellasinformationrecei vedfromothersthatDisclosingPartyisobligatedtotreata sconfidential.ExceptasotherwiseindicatedinthisAgree ment,thetermDisclosingPartyalsoincludesallAffiliate softheDisclosingPartyand,exceptasotherwiseindicated ,thetermReceivingPartyalsoincludesallAffiliatesofth eReceivingParty.AnAffiliatemeansanyperson,partnership,jointventure,corporationorotherformofenterprise,domesticorforeig n,includingbutnotlimitedtosubsidiaries,thatdirectly orindirectly,control,arecontrolledby,orareundercomm oncontrolwithaparty.(a)保密信息意为本协议的一方(以下称公开方)向接收此等信息的一方(以下称接收方)指明信息为机密的非公开的信息，或应被接收方视为机密信息的信息。

中英文涉外公司保密协议范本4篇

中英文涉外公司保密协议范本4篇篇1Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is made and entered into on this ____ day of ____, 20__, by and between [Company Name], a [country] company with its principal place of business at [Address] (the "Disclosing Party"), and [Recipient Name], a [country] company with its principal place of business at [Address] (the "Recipient").1. Confidential Information. "Confidential Information" means any information disclosed by the Disclosing Party to the Recipient, whether written or oral, that is designated as confidential or that reasonable person would understand to be confidential. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer lists, and any other information marked as confidential.2. Non-Disclosure. The Recipient agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party. The Recipient further agrees not to use theConfidential Information for any purpose other than as expressly authorized by the Disclosing Party.3. Employees and Agents. The Recipient shall restrict access to the Confidential Information to only those employees or agents who have a need to know the information and who have signed a confidentiality agreement no less restrictive than the terms set forth in this Agreement.4. Limitations. The obligations of confidentiality set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly known through no fault of the Recipient; (b) is independently developed by the Recipient without reference to the Confidential Information; (c) is rightfully received by the Recipient from a third party without restrictions on disclosure; or (d) is required to be disclosed by law or court order, provided that the Recipient gives the Disclosing Party prompt notice of such requirement and cooperates with the Disclosing Party in seeking a protective order.5. Return of Information. Upon the request of the Disclosing Party, or upon termination of this Agreement, the Recipient shall promptly return all Confidential Information, including all copies, notes, and extracts thereof, to the Disclosing Party or certify in writing the destruction thereof.6. No License. Nothing in this Agreement shall be construed as granting any license or other rights to the Recipient with respect to the Confidential Information, except as expressly set forth herein.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [country], without regard to its conflicts of laws principles. Any dispute arising under this Agreement shall be resolved in the courts of [country].8. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be amended except in writing signed by both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Company Name]By: ________________________Name: ______________________Title: ______________________[Recipient Name]By: ________________________Name: ______________________Title: ______________________Date: ______________________篇2Confidentiality AgreementThis Confidentiality Agreement ("Agreement") is entered into on [Date], by and between [Company name], a [Country] company, having its principal place of business at [Address] and [Recipient name], residing at [Address] (“Recipient”).1. Purpose: The purpose of this Agreement is to define the terms under which Confidential Information will be disclosed by [Company name] to Recipient for the purpose of [Purpose].2. 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, financial information, business strategies, customer lists, trade secrets,technical data, and any other information that is designated as confidential by [Company name].3. Non-Disclosure: Recipient agrees to hold the Confidential Information in strict confidence and not to disclose, directly or indirectly, or use the Confidential Information for any purpose other than for the purpose of [Purpose].4. Exceptions: R ecipient’s obligations under Section 3 will not apply to any information that: (a) is or becomes publicly known through no fault of Recipient; (b) Recipient can demonstrate was in its possession prior to receipt from [Company name]; (c) is independently developed by Recipient without reference to the Confidential Information; or (d) is disclosed with the written consent of [Company name].5. Protection of Information: Recipient agrees to take all reasonable precautions to protect the Confidential Information, including, but not limited to, restricting access to the information to only those employees or contractors with a need to know.6. Return of Information: Upon [Company name]’s written request or upon termination of this Agreement, Recipient agrees to promptly return or destroy all Confidential Information and confirm such destruction in writing.7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Country]. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of [Country].8. Term: This Agreement shall commence on [Date] and shall continue in full force and effect until terminated by either party upon written notice.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Company name]By: ______________________Title: ____________________Date: __________________[Recipient name]By: ______________________Title: ____________________Date: __________________In witness whereof, the above Parties agree to the terms and conditions set forth in this Agreement.[Company name]Signature: ___________________Date: ___________________[Recipient name]Signature: ___________________Date: ___________________This sample Confidentiality Agreement is provided for informational purposes only and should not be construed as legal advice. It is recommended that you consult with legal counsel before implementing any confidentiality agreements.篇3Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is made and entered into as of [Date] by and between [Company Name], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Company"), and [Recipient Name], an individual residing at [Address] (the "Recipient").WHEREAS, the Company operates a business involving the development and marketing of [Products/Services]; andWHEREAS, the Company has proprietary information and trade secrets related to its business that are valuable and not generally known to the public; andWHEREAS, the Company desires to disclose certain confidential information to the Recipient in connection with a potential business relationship between the parties.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:1. Confidential Information. For purposes of this Agreement, "Confidential Information" means all information, data, materials, and other items, including but not limited to, technical, financial, and business information, customer and supplier lists, marketing and sales plans, research and development plans, and any other information that is not generally known to the public that is disclosed by the Company to the Recipient.2. Non-Disclosure. The Recipient agrees that it will not disclose, disseminate, or in any way distribute any Confidential Information to any third party without the prior written consent of the Company. The Recipient further agrees that it will not usethe Confidential Information for any purpose other than as required in connection with the potential business relationship between the parties.3. Protection of Confidential Information. The Recipient agrees to take all reasonable precautions to prevent the unauthorized disclosure, dissemination, or use of the Confidential Information. The Recipient shall treat the Confidential Information with the same degree of care that it would use to protect its own confidential information, but in no event less than a reasonable standard of care.4. Return of Confidential Information. Upon the written request of the Company, the Recipient agrees to promptly return or destroy all Confidential Information in its possession or control, including all copies, notes, and extracts thereof.5. No License or Rights. This Agreement does not grant the Recipient any license or rights to the Confidential Information, except as expressly set forth herein.6. Duration. The obligations set forth in this Agreement shall continue indefinitely from the effective date set forth above and shall survive any termination of the potential business relationship between the parties.7. Remedies. The parties acknowledge that a breach of this Agreement may cause irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief to enforce the terms of this Agreement 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 [Country], without regard to its conflict of laws principles.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.[Company Name]By: ______________________________Name: ______________________________Title: ______________________________[Recipient Name]By: ______________________________Name: ______________________________Title: ______________________________Date: ______________________________This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, discussions, negotiations, and understandings, whether oral or written. This Agreement may not be modified or amended except in writing signed by both parties.篇4Non-disclosure AgreementThis Agreement is entered into by and between [Company Name], a company incorporated under the laws of [Country], with its registered address at [Address], referred to as "Disclosing Party," and [Recipient Name], a company incorporated under the laws of [Country], with its registered address at [Address], referred to as "Recipient."Definition of Confidential InformationFor the purposes of this Agreement, "Confidential Information" means any and all information, data, or materials disclosed by the Disclosing Party to the Recipient, whether inwriting, orally, or in any other form, that is proprietary, confidential, valuable, or that is not generally known to the public. Confidential Information shall include, but not be limited to, trade secrets, business plans, financial information, customer lists, software, specifications, and any other information that is marked as "Confidential."Non-Disclosure ObligationsRecipient agrees not to disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party. Recipient further agrees to use all reasonable efforts to prevent the unauthorized disclosure or use of the Confidential Information. Recipient shall only disclose Confidential Information to its employees, contractors, or advisors who have a legitimate need to know and who are bound by similar confidentiality obligations.ExceptionsRecipient's non-disclosure obligations shall not apply to any information that: (a) is or becomes publicly available without breach of this Agreement; (b) was in Recipient's possession prior to disclosure by the Disclosing Party; (c) is rightfully obtained by Recipient from a third party without restrictions on disclosure; or(d) is independently developed by Recipient without reference to the Disclosing Party's Confidential Information.Return or Destruction of Confidential InformationUpon the written request of the Disclosing Party, or upon termination of this Agreement, Recipient shall promptly return or destroy all copies of the Confidential Information in its possession or control and provide written certification of such return or destruction.RemediesRecipient acknowledges that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party. In addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement.Term and TerminationThis Agreement shall commence on the Effective Date and shall remain in effect for a period of [X] years from the Effective Date unless earlier terminated by either party upon written notice. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement.Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [Country]. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [Country].This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings between the parties.IN WITNESS WHEREOF, the undersigned have executed this Non-Disclosure Agreement as of the Effective Date.[Company Name] [Recipient Name]By: _______________________ By: ________________________Name: Name:Title: Title:Date: Date:。

保密协议中英文范本

编号：_____________保密协议公司：___________________________参与者：___________________________签订日期：_______年______月______日T HIS M UTUAL N ON-D ISCLOSURE A GREEMENT (THIS “A GREEMENT”) ENTERED INTO THIS BY AND BETWEEN A COMPANY,A DDRESS (H EREINAFTER REFERRED TO AS THE "C OMPANY"),A ND ,A COMPANY,A DDRESS (H EREINAFTER REFERRED TO AS THE "P ARTICIPANT").C OMPANY AND P ARTICIPANT ARE EACH A DISCLOSING P ARTY ("D ISCLOSER") AND A RECEIVING P ARTY ("R ECIPIENT") UNDER THIS A GREEMENT, AND COLLECTIVELY THE “P ARTIES”.本保密协议（以下通称本“协议”）由，一家公司，地址为：(以下通称“公司”)与，一家公司，地址为：（以下通称“参与者”)。

公司与参与者互为本协议下的披露方与接受方，以下通称协议双方。

WITNESSETH兹证明：WHEREAS EACH OF C OMPANY AND THE P ARTICIPANT POSSESS CERTAIN PROPRIETARY VALUABLE AND CONFIDENTIAL INFORMATION AND TECHNOLOGY;鉴于，公司与参与者均拥有某些专有的、有经济价值且秘密的信息和技术；WHEREAS THE P ARTIES DESIRE TO ENTER INTO DISCUSSIONS FOR THE PURPOSE OF EVALUATING THE POSSIBILITY OF COOPERATION IN C HINA AND FOR SUCH OTHER PURPOSES AS THE P ARTIES MAY AGREE IN WRITING鉴于，协议双方为探求在中国境内合作的可能性以及协议双方书面同意的其他目的拟进行商谈；WHEREAS IN ORDER TO DETERMINE THEIR INTEREST IN ENTERING INTO SUCH A BUSINESS TRANSACTION, THE P ARTIES WISH TO EXCHANGE OR TO PROVIDE ONE ANOTHER WITH ACCESS TO THEIR RESPECTIVE“C ONFIDENTIAL I NFORMATION”(AS DEFINED BELOW), WITHOUT UNDERMINING ITS CONFIDENTIAL NATURE AND ECONOMIC VALUE;鉴于，为确定各自在合作交易中的利益，在不破坏其机密性和经济价值的前提下，协议双方愿意相互交换或向对方提供各自拥有的保密信息（定义见下文）；NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS AND PROMISES HEREIN, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:因此，基于如下相互的保证和承诺，协议双方达成如下条款：1.C ONFIDENTIAL I NFORMATION 保密信息1.1 T HE TERM "C ONFIDENTIAL I NFORMATION" MEANS ANY AND ALL INFORMATION AND KNOW-HOW OF A PROPRIETARY, PRIVATE, SECRET OR CONFIDENTIAL NATURE, IN WHATEVER FORM, THAT RELATES TO THE BUSINESS, FINANCIAL CONDITION, TECHNOLOGY AND/OR PRODUCTS OF THE D ISCLOSER, ITS CUSTOMERS, POTENTIAL CUSTOMERS, SUPPLIERS OR POTENTIAL SUPPLIERS, PROVIDED OR DISCLOSED TO THER ECIPIENT BY THE D ISCLOSER, OR ANY ON ITS BEHALF, OR WHICH OTHERWISE BECOMES KNOWN TO THE R ECIPIENT, WHETHER OR NOT MARKED OR OTHERWISE DESIGNATED AS “CONFIDENTIAL”,“PROPRIETARY” OR WITH ANY OTHER LEGEND INDICATING ITS PROPRIETARY NATURE.B Y WAY OF ILLUSTRATION AND NOT LIMITATION,C ONFIDENTIAL I NFORMATION INCLUDES ALL FORMS AND TYPES OF FINANCIAL, BUSINESS, TECHNICAL, INCLUDING BUT NOT LIMITED TO SPECIFICATIONS, DESIGNS, TECHNIQUES, PROCESSES, PROCEDURES, METHODS, COMPILATIONS, INVENTIONS AND DEVELOPMENTS, PRODUCTS, SAMPLES, ALGORITHMS, COMPUTER PROGRAMS (WHETHER AS SOURCE CODE OR OBJECT CODE), DATA, MARKETING AND CUSTOMER INFORMATION, VENDOR INFORMATION, PERSONAL INFORMATION, PROJECTIONS, PLANS AND REPORTS, AND ANY OTHER DATA, DOCUMENTATION, OR INFORMATION RELATED THERETO, AS WELL AS IMPROVEMENTS THEREOF, WHETHER IN TANGIBLE OR INTANGIBLE FORM, AND WHETHER OR NOT STORED, COMPILED OR MEMORIALIZED IN ANY MEDIA OR IN WRITING, INCLUDINGINFORMATION DISCLOSED AS A RESULT OF ANY VISITATION, CONSULTATION OR INFORMATION DISCLOSED BY P ARTIES TO THIS A GREEMENT OR OTHER PARTIES ON THEIR BEHALF SUCH AS CONSULTANTS, CLIENTS, SUPPLIERS AND CUSTOMERS, ETC.T HE D ISCLOSER SHALL DETERMINE IN ITS SOLE DISCRETION WHAT INFORMATION AND MATERIALS IT SHALL DISCLOSE TO THE R ECIPIENT.1.1“保密信息”是指任何及所有专有的、私有的、秘密的或机密性质的，无论以何种形式，与披露方及其客户、潜在客户、供应商或潜在供应商的业务、财务状况、技术和/或产品相关的资料和技术。

涉外公司保密协议范本(中英)8篇

涉外公司保密协议范本(中英)8篇篇1保密协议本保密协议（“协议”）由以下两方签订：公司：__________ （以下简称“公司”）地址：__________与员工/顾问/合作伙伴：__________ （以下简称“接受方”）地址：__________鉴于公司经常向接受方透露公司的专有信息和商业秘密，为保护公司和接受方的权益，特此达成以下协议：一、定义本协议下的“保密信息”包括但不限于以下内容：技术信息、商业计划、客户信息、产品策略、财务数据、供应商信息及其他任何未公开的商业秘密。

这些信息应以任何形式（纸质、电子等）保密保存。

二、保密义务1. 接受方应对保密信息保持严格的保密，不得向任何第三方透露或分享。

2. 接受方仅可将保密信息用于执行与公司签订的合同或协议之目的。

3. 接受方应采取合理的安全措施，防止保密信息被泄露或被非法获取。

4. 在离职或合同终止后，接受方应立即归还所有包含保密信息的文件或资料。

三、例外情况本协议不阻止接受方在以下情况下分享保密信息：1. 法律法规要求披露的信息。

2. 在公司知情并同意的情况下披露的信息。

3. 公开已知的或非保密的信息。

四、法律责任如接受方违反本协议，公司有权要求接受方承担由此产生的所有法律责任，包括但不限于因违反保密义务导致的损失赔偿。

五、争议解决因执行本协议产生的任何争议，双方应首先通过友好协商解决。

如协商不成，任何一方均可将争议提交至有管辖权的人民法院解决。

六、其他条款1. 本协议自双方签字之日起生效，且持续有效。

2. 本协议的修改和终止需经双方书面同意。

3. 本协议受中华人民共和国法律管辖。

保密协议（英文版）NON-DISCLOSURE AGREEMENTThis Non-Disclosure Agreement (the “Agreement”) is made by and between:Company: __________ (hereinafter referred to as the “Company”)Address: __________AndEmployee/Consultant/Partner: __________ (hereinafter referred to as the “Recipient”)Address: __________WHEREAS, the Company frequently disclosed its proprietary information and trade secrets to the Recipient, in order to protect the rights and interests of both parties, the following agreement is hereby reached:I. DefinitionII. Confidentiality Obligations1. The Recipient shall maintain strict confidentiality over the confidential information and shall not disclose or share it with any third party.2. The Recipient shall use the confidential information only for the purpose of executing the contracts or agreements signed with the Company.篇2本协议于XXXX年XX月XX日由以下两方签订：公司方：【公司名称】（以下简称“公司”）员工：【员工姓名】（以下简称“员工”）鉴于双方在共同合作中的信任，以及对商业秘密的充分认知和尊重，特此签订本保密协议以明确各自的职责和保密义务。

保密协议NDA中英文

保密协议NDA中英文保密协议（NDA）中英文保密协议（NDA）是一份合同，用于确保双方在共享、交换敏感信息时保持信息的机密性。

本文将为您提供一份保密协议（NDA）的中英文范本。

Confidentiality Agreement (NDA)This Confidentiality Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date") by and between:________________________________________________ [Name of Party Disclosing Confidential Information], a company organized and existing under the laws of [Jurisdiction] and having its principal place of business at [Address] (the "Disclosing Party"), and________________________________________________ [Name of Party Receiving Confidential Information], a company organized and existing under the laws of [Jurisdiction] and having its principal place of business at [Address] (the "Receiving Party").The Disclosing Party and the Receiving Party shall collectively be referred to as the "Parties".WHEREAS, the Parties desire to explore a businessopportunity/project/event [Description of Opportunity/Project/Event] (the "Purpose of Disclosure") which may require the exchange and disclosure of certain confidential information;NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:1. Definition of Confidential InformationThe term "Confidential Information" as used in this Agreement shall mean any and all information, in whatever form, tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, including but not limited to:1.1 Trade secrets, designs, ideas, concepts, know-how, techniques, processes, formulas, inventions, patents, copyrights, trademarks, and any other intellectual property;1.2 Financial, commercial, technical or marketing information relating to the Disclosing Party's business operations;1.3 Information regarding the Disclosing Party's customers, suppliers, contractors, and other related third parties;1.4 Any other information identified by the Disclosing Party as confidential at the time of disclosure, or which, under the circumstances of disclosure, would be understood by a reasonable person to be confidential.2. Obligations of the Receiving Party2.1 The Receiving Party shall hold the Confidential Information in strict confidence, using the same degree of care and security measures as it uses toprotect its own confidential information of a similar nature, but not less than a reasonable standard of care.2.2 The Receiving Party shall not disclose the Confidential Information to any third party, except as expressly permitted in writing by the Disclosing Party.2.3 The Receiving Party shall use the Confidential Information solely for the Purpose of Disclosure and shall not use it for any other purpose without the prior written consent of the Disclosing Party.3. Exceptions to ConfidentialityThe obligations of confidentiality set forth in this Agreement shall not apply to any Confidential Information that:3.1 Was known to the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by written records;3.2 Is or becomes part of the public domain through no fault of the Receiving Party;3.3 Is disclosed to the Receiving Party by a third party without any obligation of confidentiality;3.4 Is independently developed by the Receiving Party without reference to or use of the Confidential Information;3.5 Is required to be disclosed by a court, administrative agency, or regulatory body, provided that the Receiving Party provides prompt notice to the Disclosing Party before making such disclosure.4. Return or Destruction of Confidential Information4.1 Upon the written request of the Disclosing Party, or upon the termination of this Agreement, whichever occurs earlier, the Receiving Party shall promptly return or destroy all copies of the Confidential Information, including any notes, summaries, or analyses derived therefrom.4.2 Notwithstanding the above, the Receiving Party may retain copies of the Confidential Information solely for its legal and archival purposes.5. Term and TerminationThis Agreement shall commence on the Effective Date and shall remain in effect until [Duration], unless terminated earlier by either Party upon [Notice Period]. The obligations of confidentiality set forth herein shall survive the termination of this Agreement.6. Governing Law and Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be resolved through amicable negotiations. In the event that the Parties are unable to resolve such dispute amicably within [Time Period], either Party may refer the dispute to mediation or arbitration in accordance with the laws of [Jurisdiction].7. Entire AgreementThis Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.IN WITNESS WHEREOF, the Parties hereto have caused this Confidentiality Agreement to be executed by their duly authorized representatives as of the Effective Date.[Name of Disclosing Party]______________________________[Title][Date][Name of Receiving Party]______________________________[Title][Date]。

保密协议范本_英文版

This Confidentiality Agreement (the "Agreement")" is made effective as of [Date], by and between the following parties:Party A:- Name: [Full Name]- Address: [Address]- Contact Information: [Email Address, Phone Number]Party B:- Name: [Full Name]- Address: [Address]- Contact Information: [Email Address, Phone Number]RecitalsWHEREAS, Party A is engaged in the business of [Business Description], and has developed or obtained certain confidential and proprietary information (the "Confidential Information");WHEREAS, Party B desires to have access to the Confidential Information in order to [Reason for Access];WHEREAS, it is the mutual intention of the parties to protect the Confidential Information from unauthorized use and disclosure.NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:1. Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including but not limited to technical, commercial, financial, operational, and other information, that is disclosed to Party B by Party A or otherwise comes into the possession of Party B in connection with this Agreement, whether in written, oral, or electronic form.2. Obligations of Party B2.1 Party B agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of Party A.2.2 Party B agrees to use the Confidential Information solely for the purpose of [Reason for Access] and not for any other purpose.2.3 Party B agrees to take all reasonable measures to protect the confidentiality of the Confidential Information, including but not limited to:a) Limiting access to the Confidential Information to those employees, consultants, and agents of Party B who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.b) Not making any copies of the Confidential Information except as necessary for the purposes of [Reason for Access].c) Not using the Confidential Information to create any derivative work.2.4 Party B agrees to return all copies of the Confidential Information to Party A upon termination of this Agreement or upon Party A's written request.3. Exclusions from Confidential InformationThe obligations of confidentiality under this Agreement shall not apply to information that:a) Was publicly known and made generally available in the public domain prior to the time of disclosure by Party A to Party B.b) Comes into the possession of Party B from a third party without a breach of such third party's obligations of confidentiality.c) Is independently developed by Party B without use of or reference to the Confidential Information.d) Is disclosed by Party A to a third party without a breach of this Agreement.4. TermThis Agreement shall remain in effect for a period of [Number of Years] from the date of its execution, unless terminated earlier in accordance with the provisions of this Agreement.5. Termination5.1 This Agreement may be terminated by either Party upon [Number of Days] days' written notice to the other Party.5.2 In the event of termination of this Agreement, Party B shall immediately cease use of the Confidential Information and return all copies of the Confidential Information to Party A or certify, if requested by Party A, the destruction of the Confidential Information.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].7. Entire AgreementThis Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the date first above written.Party A:____________________________[Full Name][Title]Party B:____________________________ [Full Name][Title]。

保密协议中英文范本

保密协议中英文范本Confidentiality Agreement / 保密协议1. Purpose / 目的This Confidentiality Agreement (the "Agreement") is entered into by and between the undersigned parties (the "Parties") to protect the confidential and proprietary information (the "Information") shared between them. The Agreement sets forth the conditions and obligations imposed on the Parties in relation to the handling and protection of the Information.2. Definitions / 定义a. "Disclosing Party" refers to the party who discloses the Information.b. "Receiving Party" refers to the party who receives the Information.c. "Confidential Information" refers to any non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, including but not limited to trade secrets, customer data, financial information, marketing strategies, and any other sensitive information.d. "Effective Date" refers to the date on which both Parties sign this Agreement.3. Obligations /义务a. The Receiving Party shall hold the Confidential Information in strict confidence and not disclose, publish, or otherwise reveal any part of it to any third party without the prior written consent of the Disclosing Party.b. The Receiving Party shall take all necessary measures to prevent unauthorized access, disclosure, or use of the Confidential Information. This includes implementing security protocols, restricting access to authorized personnel only, and using reasonable efforts to protect the Information from theft, loss, or damage.c. The Receiving Party shall only use the Confidential Information for the purposes specified by the Disclosing Party and shall not use it for any other purpose without obtaining written consent.d. The Receiving Party shall promptly notify the Disclosing Party in writing if it becomes aware of any unauthorized disclosure or use of the Confidential Information.4. Term and Termination / 期限与终止a. This Agreement shall come into effect on the Effective Date and shall remain in effect for a period of [X] years from the Effective Date, unless otherwise terminated.b. Either Party may terminate this Agreement by providing written notice to the other Party in the event of a material breach of any provision of this Agreement.c. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party, as requested by the Disclosing Party.5. Governing Law and Jurisdiction / 适用法律与管辖权This Agreement shall be governed and construed in accordance with the laws of [jurisdiction]. Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in [jurisdiction].6. Miscellaneous / 其他条款a. This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or agreement, whether written or oral, relating to the subject matter herein.b. No modification or amendment of this Agreement shall be valid unless in writing and signed by both Parties.c. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.d. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.7. Confidentiality Agreement in Chinese / 保密协议中文范本保密协议1.目的本保密协议（以下称“协议”）由双方签署，旨在保护双方之间共享的机密和专有信息（以下称“信息”）。

保密协议(中英文)

CONFINDENTIALITY AGREEMENTFOR XXX CO., LTD.XXX有限公司保密协议This CONFIDENTIALITY AGREEMENT is made and effective on the [ ] day of [ ], 2006 by and between XXX CO., LTD. (hereinafter referred to as OWNER) and someone who was transmitted the proprietary information by OWNER (hereinafter called RECIPIENT).本保密协议由XXX有限公司（以下简称“所有方”）与保密信息的接受方（以下简称“接受方”），于2006年[ ]月[ ]日共同签署。

OWNER:Legal Representative:Address:所有方：法定代表人：地址：RECIPIENT:Legal Representative:Address:接受方：法定代表人：地址：Both OWNER and RECIPIENT agree as follows:所有方与接受方达成如下协议：1. Confidential Information保密信息1.1 OWNER’s Confidential Information is any information which OWNER identifies as confidential and delivers toRECIPIENT orally, in writing or by any other media, or allows RECIPIENT to observe at OWNER’s facilities which relates to OWNER’s business, including but not limited to drawings, specifications, production schedules, marketing, application, test data, manufacturing lines, processes, machine tools, samples or the like with the following exceptions: 本协议所称保密信息指：所有方认为应当保密的通过口头、书面或者其他媒体途径披露给接受方，或者由接受方利用所有方的设备亲自获取的，与所有方业务有关的所有信息，包括但不限于：图纸、规格、生产计划、市场、申请书、文本数据、生产流程、工艺、设备工具、样品及其他类似信息，但以下情况中获得的信息除外：a) Information that is explicitly approved for release by OWNER所有方明确公开的信息b) Information that was already known by RECIPIENT, as shown by RECIPIENT’s written records, prior to receiving theinformation from OWNER or is given to RECIPIENT by a third party through no wrongful act on the part of RECIPIENT or the third party.在所有方向接受方披露之前，披露方的书面记录中已经显示的信息，或者由第三方通过合法途径获得并以合法方式披露给接受方的信息；c) Information that is known or available to the general public.众所周知的信息。

(完整版)保密协议NDA(中英文)

Mutual Non-Disclosure and Confidentiality Agreement保密协议This Mutual Non-Disclosure and Confidentiality Agreement (this “Agreement”) is made and entered into as of this day of , 2018 (the “Effective Date”) by and between (the "Party A"), a company duly organized and registered under the laws of , whose registered address is situated at, and(the “Party B"), a company duly organized and registered under the laws of , whose registered address is situated at. Each of Party A and Party B may be referred to herein as a “Party” and collectively as the “Parties”.本保密协议（“本协议”）由以下双方于年月日（生效日）签订：（“甲方”），其依据国法律成立并注册，注册地址为；和（“乙方”），其依据国法律成立并注册，注册地址为。

本协议中，甲方和乙方各称“一方”，合称“双方”。

WHEREAS the Parties have an interest to discuss some cooperation about (the "Possible Project"), wherein either Party might share information with the other Party in accordance with the terms and conditions set forth in this Agreement.鉴于：双方有意洽谈一些有关的合作（“潜在项目”），且任一方均可能依据本协议约定与另一方分享信息。

保密协议范本英文版

保密协议范本英文版This Confidentiality Agreement （the ＂Agreement"） is entered into on Date by and between Party A: ＿_______________________________, and Party B: ＿_______________________________11 Definition of Confidential InformationThe term ＂Confidential Information" refers to any nonpublic, proprietary, or confidential information disclosed by one party （the ＂Disclosing Party"） to the other party （the ＂Receiving Party"），whether in writing, orally, or through any other medium This includes but is not limited to business plans, technical data, customer lists, financial information, research, marketing plans, and any other information that should reasonably be understood as confidential111 Exclusions from Confidential InformationConfidential Information does not include information that:1111 Is already known to the Receiving Party at the time of disclosure without breach of any obligation owed to the Disclosing Party1112 Is or becomes publicly known through no fault of the Receiving Party1113 Is received from a third party who did not acquire it under an obligation of confidentiality1114 Was independently developed by the Receiving Party without use of or reference to the Confidential Information112 Use of Confidential InformationThe Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or conducting business with the Disclosing Party The Receiving Party shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party1121 Limitation on DisclosureThe Receiving Party agrees to disclose the Confidential Information only to those employees, agents, or contractors who have a need to know such information for the purposes stated above and who are bound by obligations of confidentiality at least as stringent as those set forth herein1122 Required DisclosuresIf the Receiving Party is required by law, regulation, or court order to disclose any portion of the Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy The Receiving Party shall cooperate fully with the Disclosing Party in any effort to obtain such an order or other remedy113 Term and TerminationThis Agreement shall remain in effect for a period of Number years from the date of execution Upon expiration or termination of this Agreement, the Receiving Party shall return all Confidential Information to the DisclosingParty or destroy such information and provide a certificate of destruction upon request1131 Return or Destruction of Confidential InformationUpon the termination of this Agreement or upon the request of the Disclosing Party at any time, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof in its possession or control1132 SurvivalThe obligations of confidentiality and nondisclosure contained herein shall survive the termination or expiration of this Agreement114 RemediesThe parties acknowledge that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages alone would be inadequate Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek specific performance and injunctive relief as remedies for any breach or threatened breach of this Agreement1141 Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State/Country, without giving effect to its conflict of laws provisions1142 Dispute ResolutionAny dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the Arbitration Organization The arbitration shall take place in City1143 Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties1144 AmendmentsNo amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties1145 NoticesAll notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by registered or certified mail, postage prepaid, to the addresses set forth below:1146 AssignmentNeither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets1147 CounterpartsThis Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument。

保密协议模板英文版

Confidentiality AgreementThis Confidentiality Agreement ("Agreement") is entered into as of [Effective Date], by and between [Discloser's Name] ("Discloser"), with its principal place of business at [Discloser's Address], and [Recipient's Name] ("Recipient"), with its principal place of business at [Recipient's Address].WHEREAS, Discloser possesses certain confidential and proprietary information relating to its business, including but not limited to trade secrets, know-how, customer lists, financial information, and other business information; andWHEREAS, Recipient desires to receive and use such confidential information for the sole purpose of evaluating a potential business relationship with Discloser or as otherwise agreed upon in writing; andNOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:1.Definition of Confidential Information"Confidential Information" shall mean any information, whether in written, oral, electronic, or any other form, disclosed by Discloser to Recipient, whether before or after the date of this Agreement, that is marked or otherwise identified as "Confidential" or "Proprietary" at the time of disclosure.2.Obligations of RecipientRecipient agrees to hold in confidence and not to disclose, reveal, or make available to any person or entity any Confidential Information of Discloser. Recipient shall use the Confidential Information solely for the purpose of carrying out the intended business evaluation or relationship between the parties.3.ExclusionsThe obligations set forth in this Agreement shall not apply to any information that:Was in the public domain at the time of disclosure;Becomes part of the public domain through no fault of Recipient;Was in Recipient's lawful possession prior to the disclosure by Discloser;Is lawfully obtained by Recipient from a third party without any obligation of confidentiality.e RestrictionsRecipient shall not use the Confidential Information for any purpose other than as expressly permitted under this Agreement. Recipient shall not, without the prior written consent of Discloser, copy, reproduce, or distribute any Confidential Information.5.Return or Destruction of Confidential InformationUpon Discloser's request or termination of this Agreement, Recipient shall promptly return to Discloser all materials containing or reflecting the Confidential Information or, at Discloser's option, destroy such materials and provide written certification of such destruction.6.InjunctionRecipient acknowledges that any unauthorized disclosure or use of the Confidential Information could cause irreparable harm to Discloser and that, in addition to any other remedies available at law or in equity, Discloser shall be entitled to seek injunctive relief to prevent such unauthorized disclosure or use.7.OwnershipRecipient acknowledges that all Confidential Information remains the sole and exclusive property of Discloser.8.TermThe obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [Duration] years from the date of disclosure of the Confidential Information.erning LawThis Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], excluding its conflict of law principles.10.Entire AgreementThis Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.11.ModificationThis Agreement may be amended only in a writing signed by both parties.12.NoticesAll notices or communications given under this Agreement shall be in writing and shall be deemed given when delivered personally or by email.IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.Discloser: [Disclose's Name]By: [Authorized Signature]Title: [Authorized Signatory's Title]Recipient: [Recipient's Name]By: [Authorized Signature]Title: [Authorized Signatory's Title]。

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MUTUAL NON-DISCLOSURE AGREEMENT (NDA)THIS AGREEMENT, made this ________ day of _________________ 2011 (the “Effective Date”),between, a Chinese corporation having its principal office at Shanghai 200131, P.R.C (hereinafter referred to as “”)and__________________________ a ____________________ [Country] Corporation having its principal office at ________________________________________________________________________________[Address] (hereinafter referred to as “Company”).WITNESSETHWHEREAS,both parties, for their mutual benefit, desire to disclose to the other certain specifications, designs, plans, drawings, software, data, prototypes, or other business and/or technical information related to production equipment and process technology for ___________________________________(hereinafter referred as the “Project”) not currently disclosed by the applicable patents which is proprietary to the disclosing party.WHEREAS, both parties disclose certain areas of said proprietary data to each other on the condition that the other does not disclose the same to any third party nor make use thereof in any manner except for the evaluation and specification relating to the Project.NOW, THEREFORE, the parties hereto agree as follows:Article 1, DEFINITIONS“Confidential Information” shall mean any information received from the disclosing party which is marked as “CONFIDENTIAL” and/or “PROPRIETARY”.Information initially furnished orally or visually which was identified by the disclosing party as confidential and/or proprietary at the time of disclosure shall be confirmed by the disclosing party as Confidential Information in writing with accompanying letter or per e-mail within fifteen (15) days of its initial disclosure.An Affiliated Company is any corporation, company, or other entity, which: (i) is controlled by a party to this Agreement; or (ii) controls a party; or (iii) is under common control with a party. For this purpose “control” means ownership or control, direct or indirect, o f more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity. An entity is considered an Affiliated Company only so long as such ownership or control exists. Confidential Information disclosed or received by anAffiliated Company of a party shall be considered as information disclosed or received by the party itself and shall be subject to the terms and conditions of this Agreement.Article 2, TREATMENT IN CONFIDENCEExcept as provided in Article 3 hereof, the parties agree that, during a period of five (5) years from the date of receipt of any Confidential Information hereunder and unless the disclosing party gives its prior written authorization, to the following:a) Not to use the Confidential Information of the disclosing party for its own use or for any purpose except forvaluation or specification of the Project.b) Not to disclose the Confidential Information of the disclosing party to any other person other than its directors,officers and employees and Affiliated Companies having a need-to-know who are directly involved in the intended evaluation and specification or the decision whether or not to pursue it, provided, however, that the receiving party shall be responsible for any failure of such persons and Affiliated Companies to keep confidential all Confidential Information disclosed by the other party and any failure of such persons to comply with the terms of this Agreement, and the receiving party shall cooperate with the disclosing party in enforcing the rights of the disclosing party in connection with a breach of this Agreement.c) To take reasonable security measures and use care to preserve and protect the security of, and to avoiddisclosure or use of the Confidential Information of the disclosing party and to store and save all confidential files in reasonable protected directories not being accessible to personnel other than those mentioned in lit. b above.d) To refrain from copying or reproducing the documents or electronic files that embody Confidential Information,unless as necessary for evaluation or specification of the Project.e) To refrain from reverse engineering, disassembling or decomposing any prototypes, software or other tangibleobjects which embody Confidential Information of the disclosing party and which are provided to the receiving party hereunder.f) To promptly advise the disclosing party in writing of any misappropriation or misuse by any person of suchConfidential Information of the disclosing party which may come to its attention.Article 3, EXCLUSIONS FROM PROTECTIONConfidential Information shall not be afforded the protection of this Agreement if such information:a) had, at the time of disclosure, been previously made public;b) is made public after its disclosure, unless such publication is a breach of this Agreement or any otheragreement between the parties hereto;c) was, prior to disclosure to the receiving party, already in the possession of the latter, provided that such priorknowledge can be evidenced through receiving party’s appropriate written records;d) was, subsequent to disclosure, obtained by the receiving party from a third party who is lawfully in possessionof such information and not in violation of any contractual, legal or fiduciary obligation to the disclosing partywith respect to such information which requires the receiving party to refrain from disclosing such information to others;e) is developed by the receiving party completely independently of any such disclosure by the disclosing party, asevidenced by the receiving party’s written records;f) is required to be disclosed in response to a valid order from a court, regulatory agency, or other governmentalbody in any country, but only to the extent and for the purpose stated in such order; provided, however, that the receiving party shall first notify the disclosing party in writing of the order and cooperate with the disclosing party if it desires to seek an appropriate protective order, and further provided that confidentiality is otherwise maintained by the receiving party after such disclosure; org) is approved for release by written authorization of the disclosing party.Article 4, RETURN OF DOCUMENTSUnless otherwise provided for in writing, all tangible information, including drawings, specifications and other information shall be promptly returned by the receiving party to the disclosing party, accompanied by all copies and translations of such documentation and information made by the receiving party and all electronic files containing Confidential Information of the disclosing party have to be deleted by the receiving party and the execution has to be confirmed to the disclosing party in writing, after the parties have evaluated and specified the Project or upon the request of the disclosing party at any time.Article 5, NO RIGHTS GRANTEDAll tangible information, including drawings, specifications and other information of the disclosing party which has been furnished to the receiving party hereunder shall remain the property of the disclosing party. The parties make no representations or warranties, express, implied or otherwise, regarding the accuracy, completeness or performance of any of its respective Confidential Information.No rights or obligations other than those expressly recited shall be implied by this Agreement. No license is granted, directly or indirectly, under any patent, trademark, copyright, or trade secret. The parties agree that no joint venture or partnership is created by this Agreement, and no party shall be under any obligation to enter into any further agreements with any other party as a result of providing the Confidential Information contemplated hereby.Article 6, TERMThis Agreement shall be effective for a period of two (2) years from the Effective Date of this Agreement, provided however, that the obligations pursuant to Article 2 above will survive the term of this Agreement to the extent as indicated and provided further that all other Articles shall remain in full force even after termination of this Agreement to the extent as commercially applicable.Article 7, MISCELLANEOUSAny modification or amendment to this Agreement must be stated in writing.If any one or more of the provisions of this Agreement or any part or parts thereof shall be declared or adjudged to be illegal, invalid or unenforceable under any applicable law, such illegality, invalidity or unenforceability shall not vitiate the remainder of this Agreement and the Agreement shall be construed as if such illegal, invalid or unenforceable provisions were omitted.Forbearance, failure or delay in exercising any right under this Agreement shall not constitute a waiver thereof. Any single or partial exercise of a right under this Agreement shall not preclude any other or future exercise thereof, or the exercise of any other right or privilege.Neither this Agreement nor any right under this Agreement may be transferred or assigned by either party without the prior written consent of the other party.This Agreement and all questions rising hereunder shall be construed and interpreted according to the laws of the P.R.C. without giving effect to respective conflict of laws principles.For any litigation arising from or in connection with this Agreement, the ordinary courts in the P.R.C. shall have jurisdiction, provided that shall always be permitted to bring any action or proceeding against Company in any court of competent jurisdiction worldwide.In any action brought to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs actually incurred from the other parties. In addition to all other remedies provided at law or at equity, in the event of a breach or threatened breach of this Agreement, each party shall be entitled to both preliminary and permanent injunctions against any other party to prevent such breach or threatened breach by such party of any of the terms hereof. Each party hereby acknowledges the validity and enforceability of the provisions of this Agreement.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives.。