保密协议(单位之间签订)

MUTUAL NON-DISCLOSURE AGREEMENT

保密协议

This Mutual Non-Disclosure Agreement (the “Agreement”) is made and entered into as of XXXX, 2007 (the “Effective Date”) by and between XXXXXXXX., a USA limited liability company, as one Party to this Agreement, and XXXXXXXXX, a Chinese-government-owned enterprise duly established in Shanghai under the laws of the People's Republic of China as the other Party to this Agreement . The aforementioned parties shall be referred to throughout this Agreement individually as a “Party” or collectively as the “Parties.”

注册于美国的XXXXXXXXX.及根据中华人民共和国法律注册在上海的国有企业XXXXXXXX于2007年X 月XX日（“生效日”）签订本保密协议（“协议”）。在本协议中，上述协议各方将单称为“一方”或统称为“各方”。

1.Purpose. The Parties wish to explore a business opportunity of mutual interest (the “Opportunity”) and in connection with the Opportunity; each Party may disclose to the other Party certain confidential technical and business information which the disclosing Party desires to treat as confidential.

1．协议目的：协议各方希望寻求可以达到互利目的的商业机会（“商机”）。在与商机有关的业务活动中，一方可能向另一方披露某些秘密的技术信息和经营信息，披露方需要信息接受方对这些信息保密。

2.“Confidential Information”means any information disclosed by either Party to the other Party, either directly or indirectly in writing, orally, or by inspection of tangible objects (including business plans, customer data, designs, documents, drawings, engineering information, financial analysis, hardware configuration information, inventions, market information, marketing plans, processes, products, product plans, research, services, specifications, software, source code or trade secrets, and other technical and market related information). Confidential Information may also include information disclosed to a disclosing Party by a third party. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information, as shown by documents and other competent evidence in the receiving Party's possession; or (vi) is required by law to be disclosed by the receiving Party, provided that the receiving Party shall give the disclosing Party written notice of such requirement prior to disclosing so that the disclosing Party may seek a protective order or other appropriate relief.

2．“保密信息”指一方向另一方直接或间接，口头、书面或以其他有形载体披露的信息（包括经营计划、客户数据、设计方案、文件、图纸、工程信息、财务分析、硬件结构信息、发明、市场信息、营销计划、工艺流程、产品信息、产品计划、研究信息、服务信息、规格、软件、初始密码或商业秘密，以及其它与技术和市场相关的信息）。保密信息可以包括由第三方披露给披露方的信息。然而，保密信息不应包括（1）在披露方披露之前已被公众所知晓，在公开场所可正常获得的信息；（2）在披露方披露之后因非接收方的作为或不作为之因素导致被公众所知晓，在公开场所可正常获得的信息；（3）在披露方披露该信息时在接收方的档案资料和记录中显示接收方已经拥有的信息；（4）接收方从第三方（前提：该第三方未违反保密义务）获得的信息；（5）接收方的文件和其他有效证据显示是其在未使用或参照披露方信息的情况下独立开发、研制的信息；或（6）法律要求接收方泄露的信息，但在泄露之前，接收方应当书面通知原披露方，以便原披露方可申请保护指令或获得其他适当的救济措施。

3. Non-Disclosure and Non-Use. Each Party agrees not to disclose any Confidential Information or the fact that discussions or negotiations are taking place between the Parties to third parties, its employees, customers, suppliers or associated entities, except to those employees, customers, suppliers or associated companies of the receiving Party who are confirmed in writing in advance by the Parties to be required to have the information in order to evaluate or engage in discussions concerning the Opportunity. Each Party agrees that it will not, without the prior written consent of the other Party, disclose (unless required by law) to any other person the fact that the Confidential Information has been disclosed under this Agreement or any of the terms, conditions, status or other facts with respect thereto. Each Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning the Opportunity. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects whi ch embody the other Party’s Confidential Information and which are provided to the Party hereunder unless consent for such actions is received