保密协议模板英文版
保密协议英文合同模板
保密协议英文合同模板This is a meticulously crafted contract document by our editor, which clearly outlines the essential content and terms of the agreement. Please feel free to modify it based on your specific needs to obtain the final contract version. Thank you!Title: Confidentiality Agreement English Contract Template [Company Name][Address][City, Province, Postal Code][Country][Date]Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is entered into as of [Effective Date] between [Company Name] (the "Disclosing Party") and [Recipient's Name] (the "Receiving Party").1. Definition of Confidential InformationFor the purpose of this Agreement, "Confidential Information" shall mean any and all non-public, proprietary, and confidential information, data, knowledge, or material, whether in oral, written, electronic, or other form, which is disclosed by the Disclosing Party to the Receiving Party during the term of this Agreement. Confidential Informationincludes, but is not limited to, trade secrets, know-how, techniques, processes, research and development data, financial data, customer lists, supplier information, and any other information that is marked or identified as confidential or should reasonably be considered as such. 2. Obligation of ConfidentialityThe Receiving Party agrees that it shall:a) Hold the Confidential Information in strict confidence and not disclose, reveal, or make such Confidential Information available to any third party, except as provided in Section 3 below;b) Use the Confidential Information only for the purpose of [Specify the purpose of the disclosure];c) Take all necessary and appropriate steps to protect the Confidential Information from unauthorized disclosure, copying, or use;d) Promptly return or destroy all Confidential Information in the Receiving Party's possession upon the Disclosing Party's written request; ande) Not use the Confidential Information for any purpose other than that for which it was disclosed, without the prior written consent of the Disclosing Party.3. Exceptions to Confidentiality ObligationsThe obligations of confidentiality and non-disclosure set forth in Section 2 above shall not apply to Confidential Information that:a) Is or becomes publicly known through no fault of the Receiving Party;b) Is lawfully received from a third party not under any obligation of confidentiality;c) Is independently developed by the Receiving Party without access to or use of the Confidential Information;d) Is required to be disclosed by law, court order, or government authority, provided that the Receiving Party promptly notifies the Disclosing Party of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief.4. Term of AgreementThis Agreement shall commence on the Effective Date and shall continue until [Expiration Date or Event].5. Miscellaneousa) Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and discussions, whether oral or written, of the parties.b) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without giving effect to its principles of conflict of laws.c) Severability: If any provision of this Agreement is held invalid, illegal,or unenforceable, the validity, legality, or enforceability of the remainder of the Agreement shall not in any way be affected or impaired.d) Notices: All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally, or on the third day after mailing if mailed to the addresses first above written.By executing this Agreement, the parties acknowledge and agree to the terms and conditions set forth above.Disclosing Party:[Company Name]By: _______________________Name:Title:Date:Receiving Party:[Recipient's Name]By: _______________________Name:Date:。
保密协议书英文范本
保密协议书英文范本This Confidentiality Agreement (the "Agreement") is made and entered into as of [Date], by and between [Party A Name], a [Party A Type] located at [Party A Address] ("Discloser"), and [Party B Name], a [Party B Type] located at [Party B Address] ("Recipient").WHEREAS, Discloser possesses certain confidential and proprietary information that Recipient desires to have access to for the purpose of [Purpose of Agreement];WHEREAS, Discloser is willing to provide Recipient with access to such confidential information on the condition that Recipient agrees to maintain the confidentiality of such information and to use it only for the purposes set forth in this Agreement;NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:1. Definition of Confidential Information. "Confidential Information" means all information, whether oral, written, or in electronic form, that is disclosed by Discloser to Recipient, or that Recipient otherwise learns or obtains from Discloser, which is not publicly known and which relates to Discloser's business, products, services, or research anddevelopment. Confidential Information includes, but is not limited to, trade secrets, business plans, customer lists, financial information, marketing strategies, and any other information that Discloser treats as confidential.2. Exclusions. Confidential Information does not include any information that: (a) is or becomes publicly known through no fault of Recipient; (b) was known to Recipient prior to disclosure by Discloser; (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is disclosed to Recipient by a third party who has the right to make such disclosure without an obligation of confidentiality.3. Use and Disclosure Restrictions. Recipient agrees that it will not use any Confidential Information for any purpose other than as expressly permitted by this Agreement. Recipient further agrees that it will not disclose any Confidential Information to any third party without the prior written consent of Discloser, except as required by law or legal process.4. Protection of Confidential Information. Recipient agrees to take all reasonable steps to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information. Recipient agrees to use at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.5. Return of Confidential Information. Upon the request ofDiscloser or upon the termination of this Agreement, Recipient will promptly return to Discloser all Confidential Information and all copies thereof, in whatever form, whether or not the same are then in Recipient's possession.6. Duration of Obligations. The obligations of Recipient under this Agreement shall survive the termination of this Agreement for a period of [Number] years from the date of termination.7. Injunction and Damages. Recipient acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to Discloser for which money damages alone may not be an adequate remedy. Therefore, in addition to any other remedies that may be available, in law, in equity or otherwise, Recipient agrees that Discloser will be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of [Jurisdiction].9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, inducements, or conditions, whether oral or written.10. Modification and Waiver. This Agreement may not be modified, supplemented, qualified, or interpreted except by an instrument in writing signed by both parties. No waiver of any breach of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.。
保密协议合同英文模板
保密协议合同英文模板NON-DISCLOSURE AGREEMENT (NDA)THIS AGREEMENT is made on [Insert Date] between [Insert Your Company Name], a company incorporated under the laws of [Insert Jurisdiction], having its registered office at[Insert Company Address] (hereinafter referred to as "Discloser"), and [Insert Recipient's Name], an individualwith the address at [Insert Recipient's Address] (hereinafter referred to as "Recipient").1. Purpose of Disclosure:The Discloser intends to disclose certain confidential and proprietary information to the Recipient for the purpose of [Insert Purpose of Disclosure, e.g., business cooperation, potential partnership, employment consideration, etc.].2. Confidential Information:For the purposes of this Agreement, "Confidential Information" shall include any and all information disclosedby the Discloser to the Recipient, whether in written, oral, graphical, electronic, or any other form, and whether or not marked as "Confidential" or "Proprietary," that is related to the Discloser's business, including but not limited to:a. Trade secrets, know-how, business plans, and strategies;b. Financial, marketing, and operational data;c. Customer and supplier lists and information;d. Technical data, research, and development information;e. Any other information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.3. Obligations of Recipient:The Recipient agrees:a. To hold in confidence and protect the Confidential Information using the same degree of care as the Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;b. Not to disclose any Confidential Information to any third party without the Discloser's prior written consent;c. Not to use the Confidential Information for any purpose other than the Purpose of Disclosure without the Discloser's prior written consent;d. To limit access to the Confidential Information to those employees or affiliates who need to know such information for the Purpose of Disclosure and to ensure that such employees or affiliates are aware of and agree to comply with the obligations imposed by this Agreement; ande. To promptly notify the Discloser if it becomes aware of any unauthorized use or disclosure of the Confidential Information.4. Exclusions from Confidentiality:The obligations set forth in Section 3 shall not apply to any Confidential Information that:a. Was known to the Recipient prior to the date ofdisclosure by the Discloser;b. Becomes publicly known through no fault of the Recipient;c. Is rightfully obtained by the Recipient from a third party without any obligation of confidentiality;d. Is approved for release in writing by the Discloser; ore. Is independently developed by the Recipient without use of or reference to the Confidential Information.5. Duration of Agreement:This Agreement shall remain in effect until [Insert Duration, e.g., two (2) years from the date of disclosure], unless otherwise terminated by either party.6. Return of Information:Upon the Discloser's request or expiration or termination of this Agreement, the Recipient shall promptly return to the Discloser all documents and materials containing orreflecting any Confidential Information and shall not retain any copies thereof.7. Remedies for Breach:The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Discloser for which monetary damages may be an inadequate remedy. Accordingly, the Discloser shall be entitled to seek injunctive relief in the event of such a breach, in addition to all other remedies available at law or in equity.8. Entire Agreement:This Agreement constitutes the entire understanding betweenthe parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.9. Governing Law:This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of laws provisions.10. Counterparts: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.IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first written above.Discloser: [Insert Your Company Name]By: [Insert Authorized Signatory's Name]Date: [Insert Date]Recipient: [Insert Recipient's Name]Date: [Insert Date]。
中英文保密协议模板
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
保密协议中英对照模板
保密协议中英对照模板Confidentiality Agreement Template (中英对照)保密协议中英对照模板Confidentiality Agreement/保密协议This Confidentiality Agreement ("Agreement") is made and entered into this [Date] by and between [Disclosing Party] ("Disclosing Party") and [Receiving Party] ("Receiving Party") collectively referred to as "Parties."本保密协议（"协议"）由[披露方]（"披露方"）和[接受方]（"接受方"）于[日期]签署，并共同称为"各方"。
1. Purpose of Agreement/协议目的The Parties intend to discuss and evaluate certain confidential information, as defined below, for the purpose of [Purpose]. The Parties acknowledge that such information is valuable and should be protected from unauthorized disclosure.各方意图讨论和评估某些机密信息，如下定义，用于[目的]。
各方承认此类信息具有价值，并应免于未经授权的披露。
2. Definition of Confidential Information/机密信息定义"Confidential Information" shall include any oral, written, electronic or visual information disclosed by the Disclosing Party to the Receiving Party, including but not limited to:"机密信息"应包括任何由披露方向接受方披露的口头、书面、电子或视觉信息，包括但不限于：a) Trade secrets, business plans, and strategies/商业秘密、商业计划和策略b) Customer data and information/客户数据和信息c) Technical specifications and designs/技术规范和设计d) Financial information and projections/财务信息和预测e) Any other information designated as confidential by the Disclosing Party/披露方指定的任何其他机密信息Confidential Information does not include information that:机密信息不包括以下信息：a) Is already in the public domain/已经公开；b) Is independently developed or obtained by the Receiving Party without breaching any obligations under this Agreement/未违反本协议项下的任何义务而由接受方独立开发或获取；c) Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality/在没有任何保密义务的情况下由第三方合法地提供给接受方；d) Is disclosed with the prior written consent of the Disclosing Party/在披露方事先书面同意的情况下被披露。
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 the date of the last signature below (the "Effective Date") by and between [Company Name], a [State of Incorporation] corporation (the "Disclosing Party"), and [Recipient Name], a [State of Incorporation] corporation (the "Receiving Party").1. Purpose。
The purpose of this Agreement is to protect the confidential and proprietary information of the Disclosing Party. The Receiving Party agrees to maintain the confidentiality of such information and to use it only for the purposes set forth in this Agreement.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, trade secrets, business plans, financial information, customer lists, and any other information that is designated as confidential by the Disclosing Party.3. Obligations of the Receiving Party。
保密协议书英文模板
保密协议书Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is entered into as of the __________ day of __________, 20______, by and between __________ ("Discloser"), a __________ with its principal place of business at __________, and __________ ("Recipient"), a __________ with its principal place of business at __________.WHEREAS, Discloser possesses certain confidential and proprietary information, including but not limited to trade secrets, know-how, business methods, business plans,financial information, customer lists, and other information related to Discloser's business (collectively, "Confidential Information");WHEREAS, Recipient desires to receive certain Confidential Information from Discloser for the purpose of __________ (the "Purpose");WHEREAS, Discloser is willing to disclose such Confidential Information to Recipient solely for the Purpose, providedthat Recipient agrees to maintain the confidentiality of such Confidential Information in accordance with the terms and conditions set forth in this Agreement.NOW, THEREFORE, in consideration of the mutual promises andcovenants contained herein, the parties agree as follows:1. Definition of Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean all information, whether oral, written, or in electronic form, that is disclosed by Discloser to Recipient, directly or indirectly, in connection with the Purpose, and which is not publicly known or available. Confidential Information shall include, without limitation, information relating to Discloser's research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, financial information, business plans, business methods, or other similar information.2. Obligations of Recipient(a) Recipient agrees to use the Confidential Information solely for the Purpose and for no other purpose. Recipient shall not use the Confidential Information for its ownbenefit or for the benefit of any third party without the prior written consent of Discloser.(b) Recipient agrees to take all reasonable steps to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information. Without limiting the generality of the foregoing, Recipient agrees to:(i) Limit access to the Confidential Information to those employees or agents who have a need to know such information for the Purpose and who have executed a non-disclosure agreement with Recipient with terms no less restrictive thanthose contained in this Agreement.(ii) Notify Discloser immediately upon discovery of any unauthorized use or disclosure of Confidential Information.(iii) At the request of Discloser, return all Confidential Information to Discloser or destroy all copies of such Confidential Information in Recipient's possession, custody,or control.3. Exclusions from ConfidentialityNotwithstanding the foregoing, Recipient shall not berequired to maintain as confidential any information which:(a) Was in Recipient's possession prior to disclosure by Discloser and was not acquired from Discloser under circumstances giving rise to an obligation of confidentiality;(b) Is or becomes a part of the public domain through no actor omission of Recipient;(c) Is lawfully disclosed to Recipient by a third partywithout restriction on disclosure;(d) Is independently developed by Recipient without use of or reference to the Confidential Information; or(e) Is required to be disclosed by Recipient pursuant to a valid order of a court or other governmental body, provided that Recipient gives Discloser reasonable prior writtennotice to contest such disclosure.4. Duration of ObligationsThe obligations of Recipient under this Agreement shall continue for a period of __________ years from the date of disclosure of the Confidential Information by Discloser to Recipient.5. RemediesRecipient acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to Discloser for which monetary damages may be inadequate. Therefore, in addition to any other remedies available to Discloser at law or in equity, Discloser shall be entitled to seek injunctive relief to prevent the breach or threatened breach of any provision of this Agreement.6. Miscellaneous(a) This Agreement shall be governed by and construed in accordance with the laws of the __________.(b) 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.(c) The failure of either party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be deemed a waiver of such provision or right.(d) This Agreement contains the entire agreement and understanding of the parties with respect to the subjectmatter hereof and supersedes all prior and contemporaneous agreements, inducements, or conditions, express or implied.(e) This Agreement may be amended or modified only by a written instrument executed by both parties.(f) The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.Discloser。
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。
双方保密协议中英文模板
This Confidentiality Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date") between [Full Name or Company Name of Party 1], with a principal place of business at [Address], ("Party 1") and [Full Name or Company Name of Party 2], with a principal place of business at [Address], ("Party 2").WHEREAS, Party 1 and Party 2 have entered into discussions or negotiations concerning [brief description of the subject matter of the discussions or negotiations], and both Parties wish to ensure the protection of certain information that may be disclosed during the course of such discussions or negotiations;NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:1. Definition of Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information that is disclosed by either Party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that relates to the business, operations, or technology of the disclosing Party, including but not limited to:- Financial information, including but not limited to, financial projections, budgets, cost structures, and pricing information;- Marketing plans, strategies, and materials;- Customer lists and information;- Technical information, including but not limited to, designs, specifications, research, development, engineering, software, and manufacturing processes;- Business plans, strategic initiatives, and forecasts;- Proprietary information, trade secrets, and any other information designated as confidential by either Party;Confidential Information shall not include information that:- Was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party;- Became publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action orinaction of the receiving Party;- Was already in the possession of the receiving Party at the time of disclosure;- Was independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or- Was obtained by the receiving Party from a third party without a breach of such third party's obligations of confidentiality.2. Obligations of the Receiving PartyThe receiving Party agrees that it will:- Hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the disclosing Party;- Use the Confidential Information solely for the purpose of evaluating the subject matter of the discussions or negotiations and not for any other purpose;- Not make any copies of the Confidential Information except as necessary for its use in accordance with this Agreement;- Return all Confidential Information to the disclosing Party or destroy all copies of the Confidential Information upon the termination of this Agreement or upon the disclosing Party's written request;3. Term and TerminationThis Agreement shall remain in effect for a period of [Number] years from the Effective Date, unless terminated earlier in accordance with the following provisions:- Either Party may terminate this Agreement at any time upon written notice to the other Party;- This Agreement shall terminate automatically upon the occurrence of a breach of any of its terms by either Party, provided that the breaching Party is given written notice of the breach and fails to cure suchbreach within [Number] days of receipt of such notice;4. Return or Destruction of Confidential InformationUpon the termination of this Agreement, the receiving Party shall, atits own expense, return to the disclosing Party or destroy all Confidential Information in its possession or control, and certify in writing to the disclosing Party that such Confidential Information has been returned or destroyed.5. No License or Rights GrantedNothing in this Agreement shall be construed as granting either Partyany license, interest, or rights in or to any Confidential Informationof the other Party.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles.7. Entire AgreementThis Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral, between the Parties.IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the Effective Date first above written.[Signature of Party 1] ___________________________[Full Name or Company Name of Party 1][Signature of Party 2] ___________________________[Full Name or Company Name of Party 2]---Confidentialité AgreementLe présent Accord de confidentialité (l'« Accord ») est signé à compter du [Date] (la « Date d'entrée en vigueur ») entre [Nom complet ou nom de la société du Partie 1], avec un siège social à [Adresse], ("Partie 1") et [Nom。
保密协议模板_英文
This Confidentiality Agreement (the “Agreement”) is made and entered into as of [Insert Date] (the “Effective Date”) by and between [Insert Company Name or Individual Name] (the “Disclosing Party”) and [Insert Recipient Name or Company Name] (the “Recipient”).WHEREAS, the Disclosing Party has certain information that is confidential and proprietary, including but not limited to technical, commercial, financial, operational, and other information (collectively, the “Confidential Information”); andWHEREAS, the Recipient desires to receive and use such Confidential Information.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:1. Confidential Information.For the purposes of this Agreement, “Confidential Information” shall mean all non-public information, including but not limited to:a. Technical information, including but not limited to formulas, processes, designs, prototypes, software source code, specifications, drawings, and other similar information;b. Commercial information, including but not limited to pricing, terms of sale, marketing plans, customer lists, and other similar information;c. Financial information, including but not limited to budgets,financial projections, and other similar information;d. Operational information, including but not limited to business plans, strategies, and other similar information;e. Any other information that is identified as confidential or proprietary by the Disclosing Party or that, under the circumstances, should reasonably be considered confidential or proprietary.2. Obligations of the Recipient.The Recipient agrees to:a. Keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;b. Use the Confidential Information solely for the purpose of evaluating and entering into a business relationship with the Disclosing Party;c. Not make any copies of the Confidential Information except as necessary for the purpose of evaluating and entering into a business relationship with the Disclosing Party;d. Return all copies of the Confidential Information to the Disclosing Party upon the termination of this Agreement or upon the Disclosing Party’s request;e. Not use the Confidential Information in any manner that would compete with the business of the Disclosing Party;f. Ensure that any employees or agents who have access to the Confidential Information are aware of and agree to be bound by the terms of this Agreement.3. Exclusions from Confidential Information.The obligations of confidentiality under this Agreement shall not apply to information that:a. Is or becomes publicly known through no fault of the Recipient;b. Is already in the possession of the Recipient at the time of disclosure;c. Is obtained by the Recipient from a third party without a breach of such third party’s obligations of confidentiality;d. Is independently developed by the Recipient without use of or reference to the Confidential Information;e. Is disclosed by the Recipient in response to a valid order of a court or other governmental authority.4. Term.This Agreement shall remain in effect for a period of [Insert Duration] from the Effective Date. The obligations of confidentiality shallsurvive the termination or expiration of this Agreement for a period of [Insert Duration].5. Termination.This Agreement may be terminated at any time by either party uponwritten notice to the other party. Upon termination or expiration ofthis Agreement, the Recipient shall return all copies of theConfidential Information to the Disclosing Party or certify the destruction of all such copies.6. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction].7. Entire Agreement.This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.IN WITNESS WHEREOF, the parties hereto have executed thisConfidentiality Agreement as of the Effective Date.[Insert Company Name or Individual Name]By: ____________________________Name: ___________________________Title: ___________________________[Insert Recipient Name or Company Name]By: ____________________________Name: ___________________________Title: ___________________________Please note that this is a general template and may not be suitable for all situations. It is important to consult with a legal professional to ensure that the agreement meets your specific needs and complies with applicable laws and regulations.。
英文保密协议范本
英文保密协议范本This Confidentiality Agreement （the ＂Agreement"） is entered into as of the date of acceptance by Party B11 Definitions111 Confidential Information: Refers to all nonpublic information disclosed by Party A to Party B directly or indirectly in writing, orally, electronically, or through any other means including but not limited to business plans, technical data, customer lists, sales and marketing plans, product development plans, financial information, operational methods, processes, designs, inventions, knowhow, software, hardware, algorithms, source code, and documentation112 Disclosure Party: Refers to the party disclosing Confidential Information113 Receiving Party: Refers to the party receiving Confidential Information114 Affiliate: Any entity that controls, is controlled by, or is under common control with a party to this Agreement12 Obligations of the Receiving Party121 The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or carrying out a potential business relationship with the Disclosure Party （the ＂Purpose"）122 The Receiving Party shall not disclose any Confidential Information to any third party except to those individuals who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those set forth herein123 The Receiving Party shall protect the Confidential Information using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care13 Exclusions from Confidential Information131 Confidential Information does not include information that:1311 Is or becomes publicly known through no fault of the Receiving Party;1312 Was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosure Party;1313 Is received from a third party who has a right to disclose it without violating any obligation to the Disclosure Party;1314 Is independently developed by the Receiving Party without use of or reference to the Confidential Information14 Term and Termination141 This Agreement shall remain in effect for a period of five years from the date of acceptance by the Receiving Party, unless terminated earlier in accordance with the provisions of this Agreement142 Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement andfails to cure such breach within thirty days after receipt of written notice thereof15 Return of Confidential Information151 Upon the termination of this Agreement or upon the request of the Disclosure Party at any time, the Receiving Party shall promptly return or destroy all Confidential Information provided by the Disclosure Party and any copies thereof, and provide written certification of such return or destruction16 NonSolicitation161 During the term of this Agreement and for a period of one year thereafter, neither party shall solicit, induce, or attempt to solicit or induce any employee, consultant, or contractor of the other party to terminate their relationship with such other party17 Governing Law and Dispute Resolution171 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Disclosure Party is located, without giving effect to its conflict of laws principles172 Any dispute arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof18 Miscellaneous181 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties182 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties183 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced184 Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except to an Affiliate185 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。
保密协议模板范文英文
保密协议模板范文英文Confidentiality Agreement Template: A Comprehensive GuideMaintaining the confidentiality of sensitive information is of utmost importance in today's business landscape. A well-crafted confidentiality agreement serves as a crucial tool to protect an organization's valuable assets, including trade secrets, proprietary data, and intellectual property. This comprehensive guide delves into the key elements of a confidentiality agreement template, providing a detailed overview to ensure your organization's interests are safeguarded.I. Introduction to Confidentiality AgreementsA confidentiality agreement also known as a non-disclosure agreement (NDA) is a legally binding contract that establishes the obligations and responsibilities of parties involved in the exchange of confidential information. This agreement sets forth the terms and conditions under which the receiving party must handle and protect the disclosing party's sensitive data. By signing a confidentiality agreement, individuals or entities agree to maintain the confidentiality of the information shared and refrain from unauthorized use or disclosure.II. Purpose and Importance of Confidentiality Agreements Confidentiality agreements serve several critical purposes in the business world. Firstly, they protect an organization's competitive advantage by safeguarding its trade secrets, proprietary processes, and other sensitive information that could provide a strategic edge over competitors. Secondly, they ensure the protection of intellectual property rights, such as patents, copyrights, and trademarks, which are vital to an organization's long-term success. Additionally, confidentiality agreements help to foster trust and facilitate the sharing of sensitive information necessary for various business transactions, collaborations, and partnerships.III. Key Elements of a Confidentiality Agreement TemplateA comprehensive confidentiality agreement template typically includes the following essential elements1. Parties InvolvedThe agreement should clearly identify the parties involved, including the disclosing party (the entity or individual providing the confidential information) and the receiving party (the entity or individual who will have access to the confidential information).2. Definition of Confidential InformationThe agreement should provide a clear and detailed definition of whatconstitutes confidential information. This may include trade secrets, financial data, customer information, research and development plans, and any other sensitive information that the disclosing party wishes to protect.3. Obligations of the Receiving PartyThe agreement should outline the specific obligations of the receiving party, such as the requirement to maintain the confidentiality of the information, limit access to authorized personnel, and refrain from using the information for any purpose other than the agreed-upon purpose.4. Exceptions to ConfidentialityThe agreement should specify any exceptions to the confidentiality obligations, such as information that is already in the public domain, information that the receiving party can demonstrate was already in its possession prior to the disclosure, or information that is required to be disclosed by law.5. Term and TerminationThe agreement should define the duration of the confidentiality obligations, which may be indefinite or for a specific period of time. It should also outline the conditions under which the agreement can be terminated, such as the completion of the agreed-upon purpose or a material breach of the agreement.6. Remedies and DamagesThe agreement should include provisions for remedies and damages in the event of a breach of the confidentiality obligations. This may include the right to seek injunctive relief, monetary damages, or other legal recourse.7. Governing Law and JurisdictionThe agreement should specify the governing law and jurisdiction that will apply in the event of a dispute or legal action.8. Miscellaneous ProvisionsAdditional provisions may be included, such as the assignment of the agreement, the waiver of rights, and the severability of the agreement's terms.IV. Implementing and Enforcing Confidentiality Agreements Effective implementation and enforcement of a confidentiality agreement are crucial to ensuring its effectiveness. This may involve the following steps1. Educating EmployeesEnsure that all employees who may have access to confidential information are aware of the confidentiality agreement and its requirements. Provide training on the proper handling andprotection of sensitive information.2. Restricting AccessImplement access controls and security measures to limit the number of individuals who have access to confidential information. This may include physical security measures, such as locked storage areas, as well as digital security measures, such as password-protected systems and encryption.3. Monitoring and AuditingRegularly monitor and audit the handling of confidential information to ensure compliance with the agreement's terms. This may involve periodic reviews, spot checks, and investigations of any suspected breaches.4. Enforcing the AgreementIn the event of a suspected breach of the confidentiality agreement, take prompt action to enforce the agreement's terms. This may involve seeking legal remedies, such as injunctions or damages, to protect the disclosing party's interests.V. ConclusionA well-crafted confidentiality agreement template is a vital tool for protecting an organization's sensitive information and intellectual property. By incorporating the key elements outlined in this guide,you can ensure that your confidentiality agreement effectively safeguards your organization's valuable assets and fosters a culture of trust and respect for confidentiality. Regularly reviewing and updating your confidentiality agreement, as well as implementing robust enforcement measures, will help to maintain the integrity of your organization's sensitive information.。
保密协议英文合同范本
保密协议英文合同范本Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is made and entered into as of [date] and between [Party A Name] (hereinafter referred to as "Party A") and [Party B Name] (hereinafter referred to as "Party B").1. Definitions1.1 "Confidential Information" means any and all information, whether oral, written, graphic, electronic or in any other form, disclosed Party A to Party B during the course of their discussions, negotiations or any other form of munication, including but not limited to trade secrets, business plans, financial information, customer lists, technical data, and any other information that is marked as confidential or that a reasonable person would understand to be confidential.1.2 "Purpose" means the specific purpose for which the Confidential Information is disclosed, as mutually agreed upon the parties.2. Obligations of Confidentiality2.1 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 PartyA.2.2 Party B shall use the Confidential Information solely for the Purpose and shall not use it for any other purpose without the prior written consent of Party A.3. ExceptionsThe obligations of confidentiality under this Agreement shall not apply to information that:3.1 Is or bees publicly avlable through no fault of Party B;3.2 Was lawfully in the possession of Party B prior to its disclosure Party A and was not obtned directly or indirectly from Party A under an obligation of confidentiality;3.3 Is independently developed Party B without reference to the Confidential Information; or3.4 Is required to be disclosed law or a court or regulatory authority, provided that Party B gives prompt notice to Party A of such requirement and cooperates with Party A in seeking to limit the scope of such disclosure.4. Return of Confidential InformationUpon the request of Party A or upon the termination of the discussions or negotiations between the parties for any reason, Party B shall promptly return to Party A all Confidential Information in its possession or control, or destroy the same and provide written certification of such destruction to Party A.5. Term of AgreementThe obligations of confidentiality under this Agreement shall survive for a period of [number] years from the date of disclosure of the Confidential Information.6. RemediesIn the event of a breach or threatened breach of this Agreement Party B, Party A shall be end to injunctive relief and other equitable remedies in addition to any other rights and remedies it may have at law or in equity.7. Governing Law and JurisdictionThis Agreement shall be governed and construed in accordance with the laws of [jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [jurisdiction].8. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.Party A: [Party A Signature] [Party A Name] [Party A Date]Party B: [Party B Signature] [Party B Name] [Party B Date]。
保密协议英文模板
NONDISCLOSURE AGREEMENTAGREEMENT made this [Date] day of [Month] [Year]BETWEEN(1) [Company Name] a company incorporated in [Country] having its registered office at [Registered Office Address] (the “Company”).AND(2) [Business Entity Name] a company incorporated in [Country] having its registered office at [Registered Office Address] (the “ [ ]”).WHEREAS, the Parties have developed valuable Confidential Information and wish to enter into discussions relating to a possible business relationship, acquisition of shares or investment in the company by [Business Entity Name] or any similar transaction to be performed by the Parties (hereinafter the “Transaction”) which require both Parties to disclose some of their Confidential Information to the other party; WHEREAS, the Parties acknowledge the confidential character of the information to be disclosed to each other during the discussions; WHEREAS, the Parties to this Agreement wish to preserve confidential character of the information to be disclosed by the Parties;***NOW THEREFORE, the Parties agree as follows:(1)Confidential Information. “Confidential Information” within the terms of this Agreement shall mean all information disclosed byone party (hereinafter the “Disclosing Party”) to the other party (hereinafter the “Receiving Party”), irrespective of the form in which it was disclosed (whether given in written or oral form, by E-Mail, any other forms of communication or stored in any electronic device) and the time of disclosure (whether before or after the signing of this Confidentiality Agreement), including, but not limited to any and all (a) of the Disclosing Party’s financials, clients, business opportunities, processes, concepts, methodologies, fo rmats, technology or know-how by which the Disclosing Party’s existing or fut ure products, services, applications and methods of operation are developed, conducted or operated, (b) information regarding the Disclosing Party’s research, development, new service off erings and products, marketing and selling plans, business plans, budgets, the manner and methods of conducting business, internal services and operational manuals, unpublished financial statements, licensing and distribution arrangements, prices and costs, and lists of, or information about, personnel, suppliers and customers; (c) the existence and status of any business discussions, negotiations or agreements between the Parties; and (d) any other tangible and non-tangible business information, which from all the relevant circumstances should reasonable be assumed by the Receiving Party to be confidential and proprietary to the Disclosing Party.Confidential Information shall also include any copies, transcripts, studies or developments prepared by the Receiving Party on the basis of or in connection with the Confidential Information disclosed by the Disclosing Party.(2)Exceptions. The term “Confidential Information” shall not include information of which the Receiving Party can prove that theinformationa.was publicly available before its disclosure by the Disclosing Party;b.was independently developed by the Receiving Party regardless of any disclosure by the Disclosing Party;c.became publicly available subsequently to its disclosure by the Disclosing Party through no fault of the Receiving Party; ord.was already known to the Receiving Party prior to its disclosure by the Disclosing Party.(3)Prohibition of Disclosure. The Receiving Party agrees that it will not disclose any of the Confidential Information to any third partyfor any reason or purpose whatsoever without the prior written consent of the Disclosing Party. Notwithstanding the above, the Parties agree that Confidential Information may be disclosed by the Receiving Party to its professional advisers, agents, consultants and/or employees of the Receiving Party on a need-to-know basis, provided that such professional advisers, agents, consultants and/or employees have signed an adequate written confidentiality agreement.(4)Forced Disclosure. The above prohibition of disclosure shall not apply to the extent a disclosure is legally required to satisfy a legaldemand by a competent court of law or a government body (hereinafter the “Government Authority”), provided, however, that in these circumstances the Receiving Party has an opportunity to defend, limit or protect against such production of disclosure, provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose, and the Receiving Party will exercise its reasonable efforts to obtain a protective order to other reliable assurance from such Government Authorities that confidential treatment will be accorded to any Confidential Information required to be disclosed.(5)Limitation of Use. The Receiving Party agrees that it may use the Confidential Information exclusively for the purposes of theTransaction. The Receiving Party shall not utilise, employ, exploit or in any other manner whatsoever use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party, in particular, without limitation, for purposes of competing in any way with the Disclosing Party.(6)Standard of Care. The Receiving Party agrees that it shall protect the Confidential Information of the Disclosing Party with thehighest standard of care as possible, and that the Confidential Information shall be stored and handled in such a way as to prevent unauthorised disclosure, access, and/or use.(7)Equitable Relief. The Receiving Party agrees that any unauthorised use of the Confidential Information by the Receiving Party shallcause the Disclosing Party irreparable harm for which its remedies at law would be inadequate. Therefore, in addition to any other rights it may have at law, the Disclosing Party may be entitle to seek equitable relief without the necessity of posting a bond and the Receiving Party will not oppose the granting of such relief.(8)Return or Destruction. The Disclosing Party may request in writing at any time that any Confidential Information, including anyConfidential Information stored in any form of electronic device or otherwise disclosed pursuant to the terms of this Agreement, be returned to the Disclosing Party to the effect that upon such return the Receiving Party has not retained in its possession or under its control, either directly or indirectly, any Confidential Information, and the Receiving Party shall comply with any such request within two days of receipt of such request. Alternatively, the Disclosing Party can elect to have the Confidential Information destroyed by the Receiving Party. If the Disclosing Party so elects, the Receiving Party shall provide a letter of confirmation to the Disclosing Party upon request by the Disclosing Party certifying that the respective Confidential Information has been destroyed and the Receiving Party has not retained in its possession or under its control any Confidential Information.(9)Title. All Confidential Information of the Disclosing Party is acknowledged by the Receiving Party to be the sole property of theDisclosing Party, and the disclosure of the Confidential Information by the Disclosing Party shall not be deemed to confer any rights to that Confidential Information on the Receiving Party.(10)Term. This contract shall enter into force upon signature or the date on which the first Receiving Party receives the ConfidentialInformation, whichever occurs first, and shall remain in force for [ ] years from the date of last disclosure of Confidential Information by either party, at which time it will terminate.(11)Non-solicitation. During the term of this Agreement, the Receiving Party agrees to neither directly nor indirectly solicit, attract, orendeavour to entice away any of the Disclosing Party’s directors, members, officers, employees, investors, customers, c lients, agents, suppliers and business partners from the Disclosing Party to either join the Receiving Party or any other entity or to become investors, customer, client, agent, supplier or business partner of the Receiving Party or any other company or entity.(12)Governing Law, Jurisdiction. This Agreement and the relationship of the Parties in connection with the subject matter to thisAgreement shall be governed and construed in accordance with the laws of [ ]. Any and all claims or disputes arising out of or in connection with this Agreement and its implementation shall be submitted to the jurisdiction of the competent courts of [ ].(13)Written Form. This Agreement constitutes the entire agreement and understanding between the parties with respect to theConfidential Information listed above, and supersedes all prior and contemporaneous negotiations, discussions and understandings of the parties, whether written or oral. Amendments and supplements to this Agreement shall not be effective unless made in writing and signed by the Parties to this Agreement. The same applies to any waiver of such formal requirement.(14)Severability Clause. In case anyone or more of the provisions contained in this Agreement is or will become ineffective, illegal orunenforceable in any respect, such ineffectiveness, illegality and unenforceability shall not affect the effectiveness and validity of any other provision of this Agreement. The ineffective, illegal or unenforceable provision shall be replaced, in mutual agreement, by another provision, which comes as close as possible to the economic consequence and intention of the ineffective, illegal or unenforceable provision. The same shall apply mutates mutandis with respect to any inadvertent omissions in this Agreement.***[Company Name]:Date / Place: ……………………………………………..Signature: ………………………………………………..P rinted Name: .…………………………………………..Title: ……..………………………………………………[Business Entity Name]:Date / Place: ……………………………………………..Signature: ……………………………………………….. Printed Name: .………………………………………….. Title: ……..………………………………………………。
英文保密协议模板 Confidentiality Agt
英文保密协议模板 Confidentiality Agt一、协议的背景和目的在当今全球化的商业环境中，信息的交流和共享变得日益频繁和重要。
然而，有些信息具有极高的商业价值和敏感性，需要得到妥善的保护。
这就是为什么保密协议（Confidentiality Agreement）变得至关重要的原因。
本保密协议旨在明确双方在信息交流过程中的权利和义务，确保一方（披露方）向另一方（接收方）披露的机密信息不被未经授权的使用、披露或传播。
二、定义和解释在本协议中，以下术语具有以下特定含义：“机密信息”指披露方以书面、口头、电子或其他形式向接收方提供的，被披露方指定为机密的任何信息，包括但不限于商业秘密、技术数据、工艺流程、客户名单、财务信息、营销策略等。
“披露方”指提供机密信息的一方。
“接收方”指接收机密信息的一方。
三、保密义务接收方同意：1、对机密信息严格保密，仅将其用于与双方约定的目的。
2、采取合理的安全措施来保护机密信息，其保护程度不低于对自己的类似机密信息所采取的保护措施。
3、不向任何第三方披露机密信息，除非获得披露方的事先书面同意。
4、仅在必要的范围内向其员工、代理人或顾问披露机密信息，并确保这些人员也承担同样的保密义务。
四、使用限制接收方不得将机密信息用于以下目的：1、直接或间接为自己或任何第三方的利益，开发、生产、销售与披露方的产品或服务相竞争的产品或服务。
2、以任何方式损害披露方的利益或声誉。
五、保密期限本协议规定的保密义务自接收方收到机密信息之日起开始生效，直至以下日期中较晚者：1、披露方书面通知接收方解除保密义务之日。
2、自接收方收到机密信息之日起满_____年。
六、返还或销毁在保密期限届满或双方协商一致解除本协议时，接收方应立即返还或根据披露方的要求销毁其所持有的所有机密信息，包括但不限于书面文件、电子文件、复印件等，并提供书面证明。
七、知识产权双方确认，机密信息中所包含的任何知识产权均归披露方所有。
保密协议模板英语
保密协议模板英语Confidentiality Agreement TemplateThis Confidentiality Agreement (the "Agreement") is entered into by and between [Party A], whose principal place of business is at [Address], and [Party B], whose principal place of business is at [Address], collectively referred to as the "Parties."1. Purpose of AgreementThe Parties hereby agree to the terms and conditions set forth in this Agreement to protect and maintain the confidentiality of certain information disclosed between them. This Agreement is intended to govern the exchange of confidential information and ensure that it is used solely for the purposes outlined herein.2. Definition of Confidential InformationConfidential Information refers to any information, knowledge, or data disclosed by either Party to the other Party that is not publicly available. This includes, but is not limited to, trade secrets, customer data, financial information, marketing plans, product specifications, and any other information marked as confidential.3. Obligations of the Receiving Partya. Non-Disclosure: The Receiving Party agrees to keep all Confidential Information received from the Disclosing Party strictly confidential and not to disclose, redistribute, or use such information for any purpose other than as outlined in this Agreement.b. Protection of Information: The Receiving Party shall implement reasonable measures to safeguard the Confidential Information from unauthorized access, use, or disclosure. These measures may include, but are not limited to, the use of passwords, secure storage facilities, and limited access to authorized personnel only.c. Limitations on Use: The Receiving Party agrees to use the Confidential Information solely for the purposes described in this Agreement and not to use it for any other purpose without obtaining prior written consent from the Disclosing Party.4. Term and Terminationa. Term: This Agreement shall become effective on the date of its execution by both Parties and shall remain in effect for a period of [insert duration] from the effective date, unless terminated earlier pursuant to this section.b. Termination: Either Party may terminate this Agreement by providing written notice to the other Party in the event of a material breach of the terms contained herein. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party.5. Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [insert governing law]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [insert jurisdiction].6. Entire AgreementThis Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether oral or written.In Witness Whereof, the Parties hereto have executed this Confidentiality Agreement as of the date first above written.[Party A][Legal Name]By: ________________________Name: ______________________Title: _______________________[Party B][Legal Name]By: ________________________Name: ______________________Title: _______________________[Signature Page Follows]Please note that this is a general template and may need to be tailored to suit the specific circumstances and requirements of your agreement. It is recommended to seek the advice of legal professionals when drafting and executing legal documents.。
英文保密协议_范本
This Confidentiality Agreement (the "Agreement") is made and enteredinto as of [Insert Date], by and between [Insert Party 1 Name] ("Party 1"), a [Insert Party 1 Type of Entity] with its principal place of business located at [Insert Party 1 Address], and [Insert Party 2 Name] ("Party 2"), a [Insert Party 2 Type of Entity] with its principal place of business located at [Insert Party 2 Address] (collectively referred to as the "Parties").WHEREAS, Party 1 and Party 2 are engaged in a business relationship, and during the course of such relationship, Party 1 may disclose to Party 2, or Party 2 may otherwise obtain from Party 1, certain confidential and proprietary information (collectively referred to as the "Confidential Information");WHEREAS, Party 1 and Party 2 desire to establish a confidential relationship with respect to the Confidential Information;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:1. Definition of Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean any and all information, whether written, verbal, or electronic, that is disclosed to or obtained by the receiving Party (the "Receiving Party") from the disclosing Party (the "Disclosing Party"), including but not limited to:a. Technical, financial, business, customer, or other information of the Disclosing Party;b. Any and all trade secrets, know-how, technical processes, specifications, designs, formulas, prototypes, and any other information that is not generally known to the public;c. Any and all information that the Disclosing Party has identified as confidential;d. Any and all information that, by the nature of the circumstances surrounding the disclosure or receipt, should reasonably be considered confidential.2. Obligations of the Receiving PartyThe Receiving Party agrees to:a. Maintain the confidentiality of the Confidential Information;b. Use the Confidential Information solely for the purpose of fulfilling the obligations of this Agreement and not for any other purpose;c. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;d. Not make any use of the Confidential Information that would compete with the business of the Disclosing Party;e. Return or destroy all copies of the Confidential Information upon the termination of this Agreement or upon the Disclosing Party's written request.3. Exclusions from Confidential InformationThe obligations of confidentiality under this Agreement shall not apply to information that:a. Is or becomes publicly known through no fault of the Receiving Party;b. Is already in the possession of the Receiving Party at the time of disclosure;c. Is obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality;d. Is independently developed by the Receiving Party without use of or reference to the Confidential Information.4. TermThis Agreement shall remain in effect for a period of [Insert Duration], unless terminated earlier in accordance with its terms.5. TerminationThis Agreement may be terminated by either Party upon written notice to the other Party, provided that such notice shall not relieve the Receiving Party of its obligations with respect to Confidential Information received prior to the termination date.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the [Insert Jurisdiction].7. Entire AgreementThis Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the date first above written.[Insert Party 1 Name] [Insert Party 2 Name]By: ________________________________________________ By:________________________________________________Name: ________________________________________________ Name:________________________________________________Title: ________________________________________________ Title:________________________________________________Date: ________________________________________________ Date:________________________________________________。
保密协议英文合同范本
保密协议英文合同范本Confidentiality Agreement Contract TemplateThis Confidentiality Agreement (hereinafter referred to as the "Agreement") is made and entered into on [Date], and between:[Party A Name][Address of Party A][Party A's Legal Representative or Authorized Representative](hereinafter referred to as "Party A")[Party B Name][Address of Party B][Party B's Legal Representative or Authorized Representative](hereinafter referred to as "Party B")Article 1: Definitions1.1 Confidential Information refers to any and all information disclosed one Party to the other Party, whether in oral, written, electronic, visual, or any other form, which is identified as confidential or proprietary at the time of disclosure or which a reasonable person under like circumstances would treat as confidential. Confidential Information includes, but is not limited to, business plans, trade secrets, client lists, financial information, product designs, research and development data, marketing strategies, technical data, and any other information that is not generally known or accessible to the public.1.2 Receiving Party refers to the Party that receives Confidential Information from the other Party.1.3 Disclosing Party refers to the Party that discloses Confidential Information to the other Party.Article 2: Obligations of the Receiving Party2.1 The Receiving Party shall mntn the confidentiality of the Confidential Information and shall not disclose, disseminate, or otherwise make the Confidential Information avlable to any third party without the express written consent of the Disclosing Party.2.2 The Receiving Party shall use the Confidential Information only for the purposes specified in this Agreement and shall not use it for any other purpose.2.3 The Receiving Party shall take all reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure, including but not limited to implementing appropriate security measures and procedures.Article 3: Exceptions3.1 The obligations under this Agreement shall not apply to Confidential Information that:(a) is already known to the Receiving Party at the time of disclosure;(b) bees publicly avlable through no fault of the Receiving Party;(c) is rightfully obtned the Receiving Party from a third party without a breach of confidentiality obligation; or(d) is independently developed the Receiving Party without reference to or use of the Confidential Information.Article 4: Term and Termination4.1 This Agreement shall be effective as of the date of execution and shall remn in force for a period of [Number] years, unless terminated earlier as provided in this Article.4.2 This Agreement may be terminated either Party upon written notice to the other Party if the other Party breaches any provision of this Agreement.4.3 Upon termination or expiration of this Agreement, the Receiving Party shall return all Confidential Information to the Disclosing Party or, if requested the Disclosing Party, destroy all Confidential Information and provide written confirmation of such destruction.Article 5: Governing Law and Dispute Resolution5.1 This Agreement shall be governed and interpreted in accordance with the laws of [Jurisdiction].5.2 Any dispute, controversy, or clm arising out of or relating to this Agreement, including the breach, termination, or validity of this Agreement, shall be resolved through amicable negotiations between the Parties. If the Parties fl to reach a settlement through negotiations within thirty (30) days, either Partymay submit the dispute to [Name of Arbitration Institution] for arbitration in accordance with its then-effective arbitration rules. The arbitration award shall be final and binding upon both Parties.Article 6: Miscellaneous6.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements or understandings between the Parties relating to the subject matter.6.2 Any amendment or modification to this Agreement shall be made in writing and signed both Parties.6.3 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.6.4 The headings in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the date first written above.[Signature of Party A's Legal Representative or Authorized Representative] [Name of Party A's Legal Representative or Authorized Representative][Signature of Party B's Legal Representative or Authorized Representative] [Name of Party B's Legal Representative or Authorized Representative]Note: This Confidentiality Agreement Contract Template is provided for reference only and should be modified and adapted to the specific needs and circumstances of the Parties involved. It is remended that legal advice be sought prior to executing any such agreement.。
通用范文(正式版)保密协议中英模板
保密协议中英模板1. 协议背景本协议为涉及保密信息的双方之间达成的保密协议，旨在确保双方得以妥善保护和使用彼此的保密信息。
2. 定义•保密信息（ConfidentialInformation）：指双方在协议签署前已存在的、标有保密字样的或按照保密性质应该被视为保密的任何信息、资料或数据，无论是以书面、口头或其他形式传递的。
•接收方（Recipient）：指协议另一方，即接收到保密信息的一方。
•披露方（Discloser）：指协议一方，即提供保密信息的一方。
3. 保密义务3.1 接收方的保密义务•接收方保证对披露方提供的保密信息进行谨慎保管，并采取一切合理的措施防止泄露、披露或未经授权使用。
•接收方仅可将保密信息透露给其需要知悉该信息的雇员、代理人或合作方，且须确保被透露方同样承担保密义务。
•接收方不得将保密信息用于任何商业、非法或不道德的目的。
3.2 披露方的保密义务•披露方保证其提供的保密信息是其合法拥有或有权使用的信息，且没有侵犯第三方的任何专利、版权、商标或其他知识产权。
•披露方保证在协议生效期间保持保密，不披露接收方的商业机密或其他相关信息。
4. 保密期限本协议签署后，保密期限为五年，自最后一次保密信息的披露之日起计算。
5. 违约责任双方一致同意，如有一方违反本协议的任何规定，对方有权采取法律措施追究责任，并获得相应的赔偿。
6. 法律适用和争议解决本协议受到法律的管辖。
双方同意，如发生争议，应首先通过友好协商的方式解决；若无法解决，则应提交至协议签署地的有管辖权的人民法院解决。
7. 协议生效本协议自双方代表签字并加盖公章之日起生效，并对双方产生约束力。
英文版模板。
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保密协议范本
合同编号:____________
合同签订地:__________
甲方(用人单位):
法定代表人: ，职务:
地址:
乙方:
身份证号码:
住址:
鉴于:
1、甲、乙双方已经签订了劳动合同。
乙方因为在甲方单位履行职务，已经(或将要)知悉甲方的商业秘密。
为了明确乙方的保密义务，甲、乙双方本着平等、自愿、公平和诚实信用的原则，订立本保密协议。
2、甲、乙双方确认在签署本协议前已经详细审阅过本协议的内容，并且已经完全了解本协议各条款的法律含义。
一、保密的内容和范围
作为甲方的雇员，乙方可能接触、知悉构成甲方商业秘密的相关技术、信息、资料等，乙方确认该等技术、信息资料等为甲方唯一拥有的无形资产，甲方对其享有专属所有权，不论该技术、信息及资料是否标有“秘密”、“保密”、“机密”等字样。
甲乙双方确认，上述技术、信息及资料包括但不限于以下内容:
(1)甲方的各项销售费用、利润数据、种类凭证、各项报表包括对外财务报表、内部管理报表、预决算报表等及公司享受的税务政策、内部预算流程、操作手册、财务制度等。
(2)甲方的市场设计、市场宣传、营销计划、价格资料、销售报告、用户名录、计算机数据库，计算机软硬件、工作日记文件、招投标文件等各类信息资料(包括乙方在工作过程中设计或开发的软件，以及与用户的商业联系等无形的信息资料)。
(3)公司管理纲要、制度流程、财务经营数据，员工的工资等信息，以及其他公司依照法律规定或者有关协议的约定对外承担保密义务的事项等。
二、乙方的保密义务
对本协议第一条所称的商业秘密，乙方承担以下保密义务:
1、不得刺探与本职工作或本身业务无关的商业秘密;
2、乙方确认，作为甲方重要财产的上述技术、信息及资料的泄露会给甲方带来不可估量的损失。
因此，乙方对此予以严格保密，不得将其透露给任何第三人。
3、乙方确认，任何与甲方营业活动相关的设备、工具、计算机软硬件、书籍、传真机、录音记录、报告、数据、磁带等(包括本合同第一条所列内容)均属于甲方，未经许可，乙方不得拷贝或带走。
在劳动合同终止或提前解除后，乙方应当将其完备无误地交还甲方，不得拷贝或销毁。
乙方一旦被证实违反本条规定，即视为对甲方的侵权和违反本协议。
4、不得允许或协助不承担保密义务的任何第三人使用甲方的商业秘密。
5、如发现商业秘密被泄露或者自己过失泄露商业秘密，乙方应当采取有效措施防止泄密进一步扩大，并及时向甲方报告。
6、在劳动合同有效期间内，乙方所作的用于或意图用于甲方业务的任何发明、技术改进、市场设计、所作的任何报告、构思、市场分析等的知识产权均属于
甲方，乙方不得对此主张任何权利。
同时，乙方保证对上述工作予以保密，而且全力配合甲方，使甲方能完全、充分地拥有上述工作成果。
乙方不得就此主张额外报酬。
7、在双方劳动关系期间及结束以后，乙方未经甲方书面许可，不得以泄露、告知、公布、发布、出版、传授、转让、复制或者其他任何方式使任何第三方知悉属于甲方或者虽属于他人但甲方承诺有保密义务的保密信息。
8、无论乙方因何种原因离职，承担如同任职期间一样的保密义务和不擅自使用有关保密信息的义务，禁止使用甲方所拥有的保密信息为第三方服务。
三、保密期限
甲、乙双方确认，乙方的保密义务自甲方对本协议第一条所述的商业秘密采取适当的保密措施并告知乙方时开始，到该商业秘密公开时止。
乙方是否在职，不影响保密义务的承担。
四、违约责任
1、乙方违反本协议保密义务的约定，属于严重违反甲方规章制度的行为，甲方有权解除劳动合同。
2、如果乙方违反上述义务，除了本条第1款约定外，乙方还须依照中华人民共和国《劳动合同法》、《劳动法》、《合同法》、《民法通则》及其他相关法律的规定承担违约责任，构成犯罪的，甲方将向有关司法机关检举。
给甲方造成损失的，乙方应当赔偿所有损失，包括但不限于直接损失、间接损失、甲方因调查乙方的违约行为而支付的合理费用、诉讼费、律师费等。
3、乙方在与甲方建立劳动关系时，应如实向甲方陈述是否与第三人存在保守商业秘密的约定，并保证在甲方公司内任何知识的使用，不违反乙方与第三方有关保守商业(技术)秘密的约定。
如乙方未履行上述义务，在履行与甲方签订的劳动合
同中，使用或许可其他员工使用第三人商业(技术)秘密而导致第三人索赔，其责任应由乙方个人承担。
五、争议解决
因本协议的履行发生的一切争议，双方应协商解决，协商不成的，任何一方均可向合同签订地人民法院起诉。
六、协议的效力及其他
1、本合同一式两份，自甲方盖章、乙方签字之日起生效，甲、乙双方各执一份，具有同等效力。
2、本协议未尽事宜，由甲、乙双方另行约定，签订书面补充协议，补充协议与本协议不一致的，以补充协议为准。
3、本协议为劳动合同的有效组成部分。
本协议与劳动合同有冲突的，以本协议为准。
甲方(盖章): 乙方(签字):
法定代表人(签字): 法定代表人(签字):
身份证号码: 身份证号码:
签订日期: 年月日签订日期: 年月日。