英文版保密协议(NONDISCLOSURE AGREEMENT)模板
技术保密协议范本英文版
Mutual Non-Disclosure AgreementThis Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into on this _____ day of _____________, 20____, by and between:Party A: ____________________________Address: ____________________________Contact Person: _____________________Party B: ____________________________Address: ____________________________Contact Person: _____________________(each a "Party" and collectively the "Parties")WHEREAS, the Parties are entering into certain discussions and negotiations with respect to potential business transactions or collaboration (the "Purpose");WHEREAS, in connection with the Purpose, the Parties may exchangecertain proprietary and confidential information (as defined below) (the "Confidential Information");WHEREAS, the Parties acknowledge that the Confidential Information is valuable and important to the disclosing Party and must be kept strictly confidential;NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:1. Definitions1.1 "Confidential Information" means any and all information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") pursuant to this Agreement, which information is marked or identified in writing by the Disclosing Party as confidential orproprietary at the time of disclosure. Confidential Information shall include, but not be limited to, technical data, specifications, designs, plans, drawings, calculations, formulas, recipes, intellectual property rights, know-how, trade secrets, and any other information that is valuable and not generally known to the public.1.2 "Purpose" means the discussions, negotiations, and potential business transactions or collaboration between the Parties.2. Use of Confidential InformationThe Receiving Party agrees that it will not use the Confidential Information for any purpose other than the Purpose. The Receiving Party shall only disclose the Confidential Information to its employees, agents, and representatives who have a need to know such information for the Purpose and who are bound by a duty of confidentiality equivalent to the terms of this Agreement. The Receiving Party shall be responsiblefor any breach of confidentiality by its employees, agents, or representatives.3. Non-DisclosureThe Receiving Party agrees that it will not disclose any Confidential Information to any third party, except as required by law or regulation, and will not use any Confidential Information for any purpose other than the Purpose. The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party and that the Disclosing Party may seek equitable relief, including injunctive relief, to enforce this Agreement.4. Duration of AgreementThe obligations of the Parties under this Agreement shall continue for a period of _____ years from the date hereof, provided that the Parties may agree in writing to extend the term of this Agreement.5. Return of Confidential InformationUpon the request of the Disclosing Party or the expiration or termination of this Agreement, the Receiving Party shall return allConfidential Information to the Disclosing Party, or, at the option of the Disclosing Party, destroy all copies of the Confidential Information in the possession or control of the Receiving Party and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.6. Representations and WarrantiesEach Party represents and warrants to the other Party that:6.1 It has the right to disclose the Confidential Information and to enter into this Agreement;6.2 The Confidential Information does not infringe upon the rights of any third party;6.3 It will comply with all applicable laws and regulations regarding the protection of the Confidential Information.7. Miscellaneous7.1 This Agreement may not be assigned by either Party without the prior written consent of the other Party.7.2 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.7.3 Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding only if evidenced in writing signed by each Party or an authorized representative of each Party.7.4 If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.7.5 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of the Parties.IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the date first above written.Party A:By: _____________________________Name: __________________________Title: __________________________Date: __________________________Party B:By: _____________________________Name: __________________________Title: __________________________Date: __________________________[1][2][3][4]。
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]。
保密协议合同中英文对照版
NON-DISCLOSURE AGREEMENT保密协议THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into this ____ day of _____________, 2008, by and between IAC (Shanghai) Management Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“PRC”), with its principal place of business at 5F03, King Tower, No. 28 Xin Jin Qiao Road, Jin Qiao, Pudong, Shanghai 201206, the PRC ("IAC") and _____________________, a company organized and existing under the laws of the PRC, with its legal address at [●] (the “Supplier”). IAC and the Supplier are hereinafter, collectively, referred to as the “Parties” and, individually, a “Party”).本保密协议（本“协议”）由埃驰（上海）管理有限公司，一家根据中华人民共和国（“中国”）法律成立并存续的公司，其主要营业地位于中国上海市浦东新区新金桥路28号新金桥大厦5F03室，邮编201206（“IAC”）与_____________________，一家根据中国法律成立并存续的公司，其法定地址位于[●]（“供应方”）于2008年___月___日签订。
外贸保密协议英文范本
Mutual Non-Disclosure AgreementThis Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Insert Date], by and between [Insert Company A Name] ("Company A"), a [Insert Company A Jurisdiction] corporation, and [Insert Company B Name] ("Company B"), a [Insert Company B Jurisdiction] corporation (each a "Party" and collectively the "Parties").RECITALS:WHEREAS, the Parties are considering the possibility of entering into a business relationship or transaction in which certain confidential and proprietary information will be shared between them (the "Purpose");WHEREAS, in order to facilitate the Purpose, the Parties intend to disclose certain confidential and proprietary information to each other (the "Confidential Information");NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:1. CONFIDENTIALITY1.1. Definition of Confidential InformationAs used in this Agreement, "Confidential Information" means all information disclosed by a Party to the other Party, whether before or after the date of this Agreement, that is identified as confidential or that a reasonable person would understand to be confidential, including, but not limited to, business strategies, customer lists, financial data, manufacturing processes, research and development data, technical data, and any other information that is related to the business, operations, or activities of the Parties.1.2. Protection of Confidential InformationEach Party agrees that it will not use, disclose, or disseminate any Confidential Information of the other Party to any person or entity except as expressly permitted under this Agreement. Each Party will take reasonable steps to protect the confidentiality of the ConfidentialInformation and to ensure that it is not disclosed or used for any purpose other than the Purpose.1.3. ExceptionsThe Parties acknowledge that the following information shall not be considered Confidential Information:(a) Information that is or becomes publicly available through no fault of the Parties;(b) Information that is rightfully known to the receiving Party prior to the disclosure;(c) Information that is independently developed by the receiving Party without use of the Confidential Information;(d) Information that is lawfully obtained from a third party who has the right to disclose such information.2. USE OF INFORMATION2.1. Limited UseThe Parties agree that the Confidential Information shall be used solely for the Purpose and shall not be used for any other purpose without the prior written consent of the disclosing Party.2.2. No SolicitationThe Parties agree that they will not use the Confidential Information to solicit customers, employees, or business partners of the other Party.3. TERM AND TERMINATION3.1. TermThis Agreement shall remain in effect for a period of [Insert Duration], commencing on the date hereof (the "Term").3.2. TerminationThis Agreement may be terminated by either Party upon written notice to the other Party at any time. In the event of termination, the Parties agree to continue to comply with the terms of this Agreement withrespect to any Confidential Information that was disclosed prior to the termination date.4. INDEMNIFICATION4.1. IndemnificationEach Party agrees to indemnify and hold the other Party harmless fromand against any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by the indemnifying Party.5. GENERAL5.1. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the [Insert Governing Jurisdiction].5.2. 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.5.3. AmendmentsThis Agreement may be amended or modified only by a written instrument executed by both Parties.5.4. NoticesAll notices and other communications hereunder shall be in writing and shall be given by email, courier, or registered mail to the addresses specified by the Parties.5.5. CounterpartsThis Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the date first above written.[Insert Company A Name] [Insert Company B Name]By: _________________________ By:_________________________Name: ______________________ Name:______________________Title: ______________________ Title:______________________Date: ______________________。
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。
英语保密协议样本Sample NCNDA
Reciprocal Non-disclosure Agreement(sample)This Reciprocal Non-Disclosure Agreement ("Agreement") is made and effective this day of xx xx, 201x by and betweenXxxxxxxxxxxxxxxxxxxxxxxxxTEL : xxxxxxxxxxxxxxxxx, FAX : xxxxxxxxxxxxxxxxxxx ("First Party"),and xxxxxxxxxxxxxxxx ,TEL : xxxxxxxxxxxxxxxxx, FAX : xxxxxxxxxxxxxxxxxxx("Second Party").Whereas the First Party and Second Party desire to evaluate a possible business collaboration on all types of business and projects in the Mauritania (the “Projects”); andWhereas, First Party and Second Party wish to prevent the circumvention of the intermediary process by any party or third party; andWhereas, the First Party and Second Party wish to exchange and disclose to one another certain valuable Confidential Information in order to realize and/or complete the Projects and transactions indicated above. Therefore, the First Party and Second Party agree to abide by the following terms and conditions:NOW, THEREFORE, the parties hereto agree as follows:rmation.For the purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business or prospective business of the disclosing party or its subsidiaries or affiliates ("Owner"). Confidential Information also includes, but is not limited to, all information of which unauthorized disclosure could be detrimental to the interests of the Owner whether or not such information is identified as Confidential Information by the Owner. By example, and without limitation, Confidential Information includes, but is not limited to, any and all information of the following or similar nature, whether or not reduced to writing:Customer lists, customer and supplier identities and characteristics, agreements, marketing knowledge and information, software (in various stages of development), sales figures, pricing information, marketing and development plans, business plans, strategies, forecasts, financial information, budgets, research papers, projections, procedures, routines, quality control and manufacturing procedures, processes, formulas, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, specifications, data, know-how, formats, plans, sketches, specifications, designs, drawings, models, source code, object code, documentation, diagrams, flow charts, spreadsheets, and any other information or procedures that are treated as or designated proprietary to, secret or confidential by Owner or its customers or potential customers.For purposes of this Agreement, the term “Recipient” shall include the party receiving the Confidential Information, and its affiliates, subsidiaries, and related companies of receiving party. For purposes of this Agreement, the term “Representative” shall include Recipient’s directors, officers, employees, agents, and financial, legal, and other advisors.2.Exclusions.Confidential Information does not include information that Recipient can demonstrate:a.was in Recipient’s possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by the Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner;b.is now, or hereafter becomes, through no act of failure to act on the part of Recipient, generally known to the public;c.is rightfully obtained by Recipient from a third party, without breach or an obligation to Owner; ord.Is independently developed by Recipient without use of reference to the Confidential Information.3.Ownership.All Confidential Information disclosed by Owner shall remain the property of Owner. Nothing herein shall require the disclosure of any Confidential Information.e of Information.A. Recipient and its Representatives shall use the Confidential Information only for the purposes of evaluating Owner's products, services and any proposed business transaction and not disclose the Confidential Information to any other person, firm, or corporation, except as provided in paragraphs 5 and 6. Nothing herein shall be construed as a grant by an Owner of any license, directly or by implication, estoppels or otherwise, in any Confidential Information.B. Following receipt of the Confidential Information, Recipient and its Representatives shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Company against any and all losses, damages, claims, expenses, and attorneys’ fees incurred or suffered by the Owner as a result of a breach of this Agreement by Recipient or its Representatives.C. First Party and Second Party each agree to restrict circulation of Confidential Information in their respective organizations to those employees who need to receive Confidential Information in order to carry out the above-stated purposes and to give such employees instructions to hold in confidence all Confidential Information made available to them and to use the Confidential Information only for authorized purposes.5.No Warranties.(a) Recipient understands, acknowledges and agrees that neither Owner nor its affiliates, or their respective officers, directors, employees, agents or representatives (collectively, "Affiliates") make any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information.(b) Recipient acknowledges and agrees that neither Owner nor its Affiliates shall have any liability to Recipient or any of its directors, officers, employees and representatives resulting from the use of or reliance on the Confidential Information by Recipient or its respective directors, officers, employees and representatives.6.Permitted Disclosures.Recipient may disclose Owner’s Confidential Information to Recipient’s responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out the proposed transaction with Owner and only if such Representatives are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information.7.Required Disclosures.Recipient may disclose Owner’s Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure.8.Protection.Recipient shall be responsible for any breach of this Agreement by any of its Representatives and shall, at its sole expense, take all necessary measure (including but not limited to court proceedings) to restrain its Representatives from prohibited disclosure or use of the Confidential Information.9.Return of Information.All Confidential Information, copies thereof, and any and all records, notes, and other printed or other tangible materials in its possession pertaining to the Confidential Information shall be returned to the Owner at Owner's request. At the Owner's option, Confidential Information, including all copies thereof, and any and all records, notes, and other printed or other tangible materials in its possession pertaining to the Confidential Information, may instead be destroyed by Recipient, provided Recipient certifies such destruction to Owner within five (5) days. The return or destruction of Confidential Materials shall not relieve Recipient from compliance with other terms and conditions of this Agreement.10.No Exclusivity.Nothing in the Agreement shall be construed to prohibit either party from dealing with any other person, firm, or other entity regarding the distribution, purchase or use of any product or service or for any other reason.11.No Publicity.Each party agrees that it will not, without the prior written consent of the other, issue any press release or announcement or otherwise disclose the existence or nature of this Agreement and/or proposed business arrangement.12.No Circumvention.Recipient understands and acknowledges that any circumvention of the Owner related to theConfidential Information of customer identity (or business relationship), would be subject to Owners right to apply to a court of competent jurisdiction for remedies available at law. If applicable, please refer to the broker fee agreement by and between the same parties to this Agreement.13.No Waiver.No failure or delay by Owner or its Affiliates in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege.14.Irreparable Harm.Recipient understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Owner shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as Owner shall deem appropriate. Such right of Owner is to be in addition to the remedies otherwise available to Owner at law or in equity. Recipient expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by Owner. UNDER NO CIRCUMSTANCES, HOWEVER, SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL OR EQUITABLE PRINCIPLE.15.No Additional Agreements.Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of Owner to enter into any other agreement with Recipient or prohibit owner from providing the same information to other parties and entering into agreements with other parties. Owner reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to a transaction between Recipient and Owner and to terminate discussions and negotiations with Recipient at any time. Additional agreements of the parties, if any, shall be in writing signed by Owner and Recipient.16.Survival.This Agreement shall continue in full force and effect for a period of three years.17.Severability.If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.18.Successors and Assigns.This Agreement and each party’s obligations hereunder shall be binding on the representatives, assigns, and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of a Recipient hereunder are not assignable.erning Law.This Agreement shall be construed according to and governed by the laws of the Jordan. The parties hereby irrevocably consent to the jurisdiction of the courts in the Jordan, in any action arising out of or relating to this Agreement. Each party waives any other venue to which either party might be entitled to by domicile or otherwise.20.Waiver of Jury Trial.The parties hereby knowingly and voluntarily waive any right which either or both of them shall have to receive a trial by jury with respect to any claims, controversies or disputes which shall arise out of or relate to this Agreement or the subject matter hereof.21.Notices.No notice or other communication shall be deemed given unless sent in any of the manners, and to the persons, as specified in this paragraph. All notices and other communications hereunder shall be in writing and shall be deemed given: (a) upon receipt if delivered personally (unless subject to clause (b)) or if mailed by registered or certified mail, return receipt requested and postage prepaid;(b) at noon on the business day after dispatch if sent by a nationally recognized overnight courier; or (c) upon the completion of transmission (which is confirmed by telephone or by a statement generated by the transmitting machine) if transmitted by telecopy or other means of facsimile which provides immediate or near immediate transmission to compatible equipment in the possession of the recipient;22.Privacy Laws.Owner may from time to time provide Recipient with information or access to information concerning consumers. Recipient acknowledges that its right to use and re-disclose information concerning consumers is limited by Jordanian Laws and regulations regarding privacy and the confidentiality of consumer records. To protect the privacy of information concerning consumers, Recipient agrees that it shall:(a) Limit access to information concerning consumers to Recipient employees who havea need to know, but only to the extent that such disclosure is reasonablynecessary for the performance of Recipient’s duties and obligations under thisAgreement;(b) Use information concerning consumers solely to carry out the purposes under thisAgreement for which the information was disclosed and for no other purpose;(c)Maintain the confidentiality of the information concerning consumers and notdirectly or indirectly disclose same to any person or entity in violation of privacyLaws of Qatar and Jordan23.Entire Agreement.This Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, with respect to the subject matter. This Agreement is not, however,to limit any rights that the Owner may have under trade secret, copyright, patent or other laws that may be available to Owner. This Agreement may not be amended or modified except in writing signed by each of the parties to the Agreement. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof.24.Counterparts.This Agreement may be signed in counterparts, which together shall constitute one agreement.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.Signed By:Authorized Representative of the First PartySigned By:Authorized Representative of the Second Party。
保密协议(中英文版)
协议编号：保密协议Non-Disclosure Agreement协议一方：Agreement Party A:法定注册地址：Statutory Address:协议另一方：Agreement Party B法定注册地址：Statutory Address:鉴于协议双方在储能项目交流合作过程中相互披露保密资料，为了促进协议双方的合作，明确协议双方的保密责任，协议双方经平等协商，签订本协议，以共同信守。
Whereas both agreement Parties required to exchange confidential information about ESS project in the course of cooperation, in order to promote the cooperation between both agreement Parties, and to make clear the duty of confidentiality for both agreement Parties, both agreement Parties through consultation on an equal footing, to sign this agreement for mutual commitment.第一条相关名词的解释Related Terms Explanation保密资料：1）为协议双方约定目的或涉及约定目的所在领域由披露方向获取方提供的一切在显著位置上明确标有“保密”字样的装置、图表、书面资料、源程序、数据或者其它以各种有形载体记录的资料；2)其它通过口头或视觉披露且在披露时经披露方明示该资料为保密的并在通过口头或视觉披露后三十日内（包括30日）以有形载体记录、标明“保密”字样并交于获取方的，则也认定为该资料是保密资料。
Confidential Information: 1) For the agreed purpose by both Parties, or involving the related field of agreed purpose, all information which Disclosing Party provides to Acquiring Party that has been designated as Confidential with the appropriate conspicuous mark including all devices, charts and drawings, written documents, source programs, data or any other tangible recorded materials; 2) Others through verbal or visual disclosures while during the disclose moment, the Disclosing Party indicated this information as confidential. And after the disclose through verbal or visual, the related tangible record marked with the word “confidential” and provide to the Acquiring Party within 30 days (Including the 30th day), then the related information shall be also considered as confidential information.保密期限：经协议双方协商，约定获取方在该期限内不得向任何第三方透露其所获取的对方的保密资料，且不得将获取的保密资料用于协议双方约定目的以外的任何目的。
保密协议英文版
Non-Disclosure Agreement (NDA), Confidentiality AgreementXXXLCONFIDENTIAL DISCLOSURE AGREEMENTTHIS AGREEMENT dated Feb.4th, 2015, by and betweenXXX, a Hong Kong Corporation (“XX”) and____________(“Recipient”).WHEREAS, XXX and Recipient, for their mutual benefit and pursuant to a working relationship which has been or may be established, anticipate that XXX may disclose or deliver to a working relationship which has been or may be established, anticipate that XXX may disclose or deliver to Recipient documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to marketing, finance, forecasts, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by XXX, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”); andWHEREAS, XXX desires to assure that the confidentiality of any Proprietary Information is maintained; NOW, THEREFORE, in consideration of the foregoing premises, and the mutual convenants contained herein, XXX and Recipient hereby agree as follows:1. For a period of thirty-six (36) months from the date hereof, Recipient shall hold in trust and confidence, and not disclose to others or use for Recipient's own benefit or for the benefit of another, any Proprietary Information which is disclosed to Recipient by XXX at any time between the date hereof and twelve (12) months thereafter. Recipient shall disclose Proprietary Information received under this Agreement to person within its organization only if such persons (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Proprietary Information. This paragraph 1 shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.2. The undertakings and obligations of Recipient under this Agreement shall not apply to any Proprietary Information which: (a) is described in an issued patent anywhere in the world, is disclosed in a printed publication available to the public, or is otherwise in the public domain through no action or fault of Recipient;(b) is generally disclosed to third parties by XXX without restriction on such third parties, or is approved for release by written authorization of XXX; (c) if not designated “confidential” at the time of first disclosure hereunder, or is not later designated in writing by XXX within thirty (30) days from disclosure to Recipient to be of a secret, confidential or proprietary nature; or (d) is shown to XXX by Recipient, within ten (10) days from disclosure, by underlying documentation to have been known by Recipient before receipt from XXXand/or to have been developed by Recipient completely independent of any disclosure by XXX.3. Title to all property received by Recipient from XXX, including all Proprietary Information, shall remain at all times the sole property of XXX, and this Agreement shall not be construed to grant to Recipient any patents, licenses or similar rights to such property and Proprietary Information disclosed to Recipient hereunder.4. Recipient shall, upon request of XXX, return to XXX all documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to Recipient, and all copies and reproductions thereof.5. The parties further agree to the following terms and conditions:i. Any breach by Recipient of any of Recipient's obligations under this Agreement will result in irreparable inquiry to XXX for which damages and other legal remedies will be inadequate. In seeking enforcement ofany of these obligations, XXX will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief to prevent, discontinue and/or restrain the breach of this Agreement.ii. If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.iii. In any dispute over whether information or matter is Proprietary Information hereunder, it shall be the burden of Recipient to show both that such contested information or matter is not Proprietary Information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act or successor or similar law in effect in the State of (your state).iv. No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.v. This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.vi. This Agreement is governed by and will be construed in accordance with the laws of the State of (your state), and the courts of (your state) shall be the exclusive forum.vii. This Agreement is in addition to any prior written agreement between XXX and Recipient relating to the subject matter of this agreement; in the event of any disparity or conflict between the provision of such agreements, the provision which is more protective of Proprietary Information shall control. This Agreement may not be modified, in whole or in part, except by an agreement in writing signed by XXX and Recipient. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.XXX TECHNOLOGY LIMITEDBy: ______________________Signature______________________Printed Name______________________TitleRECIPIENTBy: ______________________Signature______________________Printed Name______________________Title。
保密协议 英文标准版 NONDISCLOSURE CONFIDENTIALITY
Non-disclosure AgreementParty A:Party B:Address:In light of the negotiation on strategic co-operation being held between both Parties, Party A and Party B hereby reach the following agreement on confidentiality issues concerning the materials provided by Party A to Party B. These materials are regarding the Macau Parisian Hotel Project1. Business SecretThe business secret mentioned in this contract includes, but not limited to: all the oral or written materials provided by Party A to Party B, including the name list, basic situation, assets and financial standing and development plans of the project.2. The Sources of SecretsThe secrets refer to those data acquired by Party B from Party A, concerning the business, marketing, techniques and operation related to or derived from the projects and other materials, no matter in what form or loaded in what carrier and no matter in oral, visual or written format.3. Non-disclosure ObligationsTo the business secrets of Party A, Party B hereby agrees:A. To strictly keep the secrets, and to take every possible measures and rules （including but not limited to the measures and rules for the protection of business secrets of Party B itself）to protect the secrets.B. Not to disclose the business secrets to any third party.C. Not to take advantage of the secrets except for the cooperation of the contract between Party A and Party B.D. Not to copy the secrets or use the secrets in other projects. Party B is supposed to sign a non-disclosure agreement with the employees and agents who are capable of viewing the secrets. The non-disclosure agreement is supposed to be in accordance with this agreement.E. Without written permission from Party A, Party B may not inquire the information from any shareholders of Party A and projects sites concerning this agreement.4. Return of InformationIf failure happens on the strategic cooperation between Party A and Party B, Party B is obliged to return all the materials and files regarding the business secrets. If the material or file is unrecoverable or has been copied or transcribed to other materials or carriers, the material or filemust be deleted.5. Validity of Non-disclosureThe validity of non-disclosure begins from the signing of this agreement. If the cooperation between Party A and Party B continues, the validity of this agreement extends five years since the date on which the strategic cooperation agreement between Party A and Party B is signed. If failure happens on the cooperation between Party A and Party B, this agreement will be terminated after the full implements of four terms mentioned previously.6. Settlement of DisputesThis agreement is under the jurisdiction of the law of the People’s Republic of China and interpreted by the law of the People’s Republic of China. To any dispute caused by or related to the implementation or interpretation of this agreement, if not negotiable between Party A and Party B, the dispute shall be submitted to the Board of Arbitration of Beijing and judged by the then valid arbitral rules and procedure. The arbitration should be carried out in Chinese. The result of the arbitration should be the final judge, having a binding effect on both Parties. Unless it is ruled in the arbitration, the arbitral expense should be paid by the losing Party.7. Other AgreementsThe no-enforcement of the rights prescribed in the agreement from any Party at or between anytime could not be interpreted as the waiving of the rights. If any part, term or rule prescribed in the agreement is illegal or unenforceable, the other parts of the agreement remain effective and enforceable.Without the permission from another Party, any Party may not transfer all of or any part of the rights identified to the agreement. Without the written agreement between Party A and Party B, this agreement may not be altered in any other excuse.8. This agreement is in duplicate. Part A and Part B each have one copy.Party A [signed] Party B [signed]Name NamePosition PositionDate of signing: Date of signing:。
保密协议中英双语模板
保密协议NON-DISCLOSURE AGREEMENT本保密协议（下称“本协议”）于 2020 年8 月 20日由以下双方签署并生效：This Non-disclosure Agreement (this “Agreement”) is made and effective as of ( 2020.8.20 ), by and between前言Recitals为了推进有限公司和在 MES 项目的(以下简称“项目”)合作，各方可能向另一方披露一些披露方认为专有和机密的信息。
In order to facilitate the cooperation on MES （hereinafter referred to as “Program”）, between the parties, each party, Co.,Ltd.., or Co.,Ltd , may disclose to the other party certain information which the disclosing party considers proprietary and confidential.为了保护双方的所有者权益，以及避免任何的对双方交换的与合作项目有关的保密信息的披露和使用的误解，特签定如下协议。
In order to protect the proprietary interests of the parties and to avoid any misunderstanding as to the disclosure and use of information exchanged between them in connection with the Program, the parties agree as follows.1. 专有信息的定义Definition of Proprietary Information为本协议的目的，“专有信息”系指向接收方披露或接收方知晓之日尚未公开的与项目相关的涉及披露方和/或其客户的业务、事务、产品、研究和技术。
1.Non-Disclosure-Agreement-保密协议英文版
MUTUAL NON-DISCLOSURE AGREEMENTBETWEENParty A (Company Name)Company Address:ANDParty B (Company Name)Company Address:Purpose:Effective Date of Agreement:Term: yearsPeriod of Confidentiality: 3 years from the expiration or termination of theAgreementThis Mutual Non-Disclosure Agreement ("Agreement") is made and entered into, as of the Effective Date set forth above, by and between Party A and Party B.WHEREAS, Each of the Company is willing to provide certain Confidential Information (as defined herein) to the other solely in connection with the Purpose;In consideration of each party's grant of access to such information to the other, and intending to be legally bound, PARTY A and Party B agree as follows:1.CONFIDENTIAL INFORMATIONAs used in this Agreement, the "Confidential Information" of a party to this Agreement shall mean all confidential and proprietary information, data, documents, records, samples and other materials, visual, written, oral or electronic, regarding a party and its business, that is disclosed or furnished, whether before or after the Effective Date, by a party or any of its directors, officers, employees, affiliates, accountants, counsel or other agents, independent contractors, advisors or representatives (collectively, the "Representatives") to the other party . The parties acknowledge that Confidential Information of the other party includes, without limitation, financial, sales, operations and marketing information, contracts, personnel data, client-specific and vendor-specific information, formula, designs, inventions, drawings, models, product prototypes, manufacturing details, manufacturing equipment, plans, projections, practices or any other information labeled confidential or its equivalent. The parties also acknowledge that Confidential Information of the other party includes results or data derived from tests, analysis, or evaluation of the Confidential Information of that party. Confidential Information shall not include information that (i) is already known to the receiving party at the time of receipt; (ii) is identified by the disclosing party in writing at the time of disclosure as not being confidential in nature; (iii) is or becomes publicly known without breach of this Agreement by the receiving party; (iv) is lawfully received without restriction from a third party having full rights to disclose the same, and without breach of this Agreement; (v) has been or is independently developed by a party and not derived from Confidential Information of the disclosing party (provided such independent development can be documented by written evidence); (vi) is approved for release by written authorization of the disclosing party without restriction on disclosure or use thereof; or (vii) is required by law to be disclosed, provided that the disclosing party is given prompt notice of any such disclosure requirement so that it may seek an appropriate protective order or other assurance that confidential treatment will be accorded to any such Confidential Information.2.OWNERSHIP AND NO LICENSEEach party acknowledges that the Confidential Information of the other party is the exclusive property of the other party. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license, implication or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.3.OBLIGATIONS OF RECEIVING PARTYEach party agrees to maintain the confidentiality of the Confidential Information of the other party and not to disclose any Confidential Information of the other party to any person for any purpose; provided that Confidential Information may be disclosed to Representatives of the receiving party who need to know such information for the Purpose (it being understood and agreed that the receiving party shall advise such Representatives of the obligations under this Agreement.). Each party will be responsible for all breaches of this Agreement by any of its Representatives.E RESTRICTIONSEach party agrees not to use the Confidential Information of the other party in any way or for any purpose, whether for its own benefit or for the benefit of any other person, other than in connection with the Purpose. Neither party shall:a. use in whole or in part Confidential Information disclosed by the other partyunder this Agreement to manufacture any products, except as may be otherwise agreed by the parties in writing;b. reverse engineer any Confidential Information or any products related to theConfidential Information;c. analyze, utilize analysis tools or methods to reverse engineer or determine orattempt to determine composition, formulas or processes or other matters related to or concerning any Confidential Information of the other party or any products related to the Confidential Information of the other party; ord. reproduce Confidential Information of the other party unless essential to carryout the Purpose.5.NO PUBLICITYNeither party will, without the other party’s prior written consent, issue any news release, announcement, denial or confirmation of this Agreement or its terms and conditions, or in any other manner advertise or publish this Agreement or its terms and conditions.6.EXPORT COMPLIANCEThe parties acknowledge that the Confidential Information disclosed by each of them under this Agreement may be subject to export controls under the laws of the Korea.7.RETURN OF CONFIDENTIAL INFORMATIONUpon the termination or expiration of this Agreement, or at any time upon the written request of the disclosing party, each party shall promptly destroy or return to the other party the Confidential Information of the other party.8.WARRANTIESNeither party nor any of its Representatives makes any representations or warranties as to the accuracy or completeness of any Confidential Information provided hereunder, except as may be otherwise set forth in any definitive agreement executed by the parties.9.NO ASSIGNMENTThis Agreement is not assignable by either party, whether by operation of law or otherwise, without the prior written consent of the other party.10.GENERALThis Agreement shall be binding on and inure to the benefit of the parties, their successors, and assigns. This Agreement states the entire agreement between PARTY A and PARTY B regarding the Confidential Information disclosed in connection with the Purpose, and supersedes all prior or contemporaneous written and oral communications related to the subject matter of this Agreement. This Agreement may be amended only by a written agreement executed by PARTY A and PARTY B. The failure of either party to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision. This Agreement may be executed by facsimile or by electronic scanning. This Agreement may also be signed in counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.11.SURVIVALThe parties' confidentiality obligations under this Agreement shall continue until expiration of the Period of Confidentiality.ERNING LAWThis Agreement shall be governed by and construed in accordance with the laws of republic of China. without regard to its conflicts of laws provisions.[Signatures Follow]IN WITNESS WHEREOF, PARTY A and PARTY B, by their duly authorized representatives, have executed this Agreement as of the Effective Date.PARTY A COMPANY NAME. PARTY B COMPANY NAME.By: By:Name: Name:Title: Title :。
保密合同协议合同书双语版NON-DISCLOSURE AGREEMENT
精心整理翻译文稿在原文下面NON-DISCLOSUREAGREEMENTThisNon-DisclosureAgreement(the"Agreement")ismadeandenteredintoasofthelaterofthetwosignaturedates belowbyandbetweenxxxxxxx.,aDelwarecorporation,and_________________. INCONSIDERATIONOFTHEMUTUALPROMISESANDCOVENANTSCONTAINEDINTHISAGREEMENTAN DTHEMUTUALDISCLOSUREOFCONFIDENTIALINFORMATION,THEPARTIESHERETOAGREEASFOL LOWS:rtypriortoDisclosingParty’sdisclosureofsuchinformationtoReceivingPartyp ursuanttothetermsofthisAgreement;(iii)?becameknowntoReceivingPartyfromas ourceotherthanDisclosingPartyotherthanbythebreachofanobligationofconfide ntialityowedtoDisclosingParty;or(iv)?isindependentlydevelopedbyReceiving Party.2. ObligationsRegardingConfidentialInformation.(a) ReceivingPartyshall:(i)RefrainfromdisclosinganyConfidentialInformationoftheDisclosingPartytothirdpartiesforfive(5)yearsfollowingthedatethatDisclosingPartyfirstdisclosessuchConfidentialInformationtoReceivingParty,exceptasexpresslyprovidedinSections2(b)and2(c)ofthisAgreement;(ii)Takereasonablesecurityprecautions,atleastasgreatastheprecauti onsittakestoprotectitsownconfidentialinformation,butnolessthanreasonablecare,tokeepconfidentialtheConfidentialInformationoftheDisclosingParty;(iii)Refrainfromdisclosing,reproducing,summarizingand/ordistribut ingConfidentialInformationoftheDisclosingPartyexceptinpursuanceofReceivingParty'sbusinessrelationshipwithDisclosingParty,andonlyasotherwiseprovidedhereunder;and(iv)Refrainfromreverseengineering,decompilingordisassemblinganysoftwarecodeand/orpre-ermsofthisAgreement.(b)(c)aneed-to-(d)fanyunauthorizeduseordisclosureofConfidentialInformationoranyotherbreachofthisAgreeme ntbyReceivingPartyanditsemployeesandconsultants,andwillcooperatewithDisclosingPartyin everyreasonablewaytohelpDisclosingPartyregainpossessionoftheConfidentialInformationan dpreventitsfurtherunauthorizeduseordisclosure.(e)ReceivingPartyshall,atDisclosingParty’srequest,returnalloriginals,copies,repro ductionsandsummariesofConfidentialInformationandallothertangiblematerialsanddevicespr ovidedtotheReceivingPartyasConfidentialInformation,oratDisclosingParty'soption,certif ydestructionofthesame.3. Remedies.Thepartiesacknowledgethatmonetarydamagesmaynotbeasufficientremedyforunauthorize ddisclosureofConfidentialInformationandthatDisclosingPartyshallbeentitled,withoutwaivinganyotherrightsorremedies,tosuchinjunctiveorequitablereliefasmaybedeemedproperbyaco urtofcompetentjurisdiction.4. Miscellaneous.(a)AllConfidentialInformationisandshallremainthepropertyofDisclosingParty.Bydisclo singConfidentialInformationtoReceivingParty,DisclosingPartydoesnotgrantanyexpressorim pliedrighttoReceivingPartytoorunderanypatents,copyrights,trademarks,ortradesecretinfo rmationexceptasotherwiseprovidedherein.DisclosingPartyreserveswithoutprejudicetheabil itytoprotectitsrightsunderanysuchpatents,copyrights,trademarks,ortradesecretsexceptas otherwiseprovidedherein.(b)gulations,aswellasend-user,end-(c)(d)theDisclosingPartyandReceivingPartybyU.S.Mail,postageprepaid,certifiedorregistered,re turnreceiptrequested,orbysuchothermethodasisauthorizedbyCalifornialaw.(e)ThisAgreementshallbebindinguponandinuretothebenefitofeachparty’srespectivesucc essorsandlawfulassigns;provided,however,thatneitherpartymayassignthisAgreement(whethe rbyoperationoflaw,saleofsecuritiesorassets,mergerorotherwise),inwholeorinpart,without thepriorwrittenapprovaloftheotherparty.(f)IfanyprovisionofthisAgreementshallbeheldbyacourtofcompetentjurisdicti ontobeillegal,invalidorunenforceable,theremainingprovisionsshallremainin fullforceandeffect.(g)EitherpartymayterminatethisAgreementwithorwithoutcauseuponninety(90 )dayspriorwrittennoticetotheotherparty.AllsectionsofthisAgreementrelatin gtotherightsandobligationsofthepartiesconcerningConfidentialInformationd isclosedduringthetermoftheAgreementshallsurviveanysuchtermination.INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAgreement.By: By:Name: Name:Title: Title:Date: Date:保密协议的保密协议的签名与日期之后。
Non-disclosure agreementTemplate 英文保密协议模板
Company nameAddCONFIDENTIAL INFORMATION AGREEMENTIn connection with the possible interest of ****(hereinafter “Party A”) in the investment of a potential tran saction (the “Project”) with **** (hereinafter “Party B”), any Party furnished the other Party with certain information or proposals, which are non-public, confidential, and proprietary in nature, is named Disclosing Party, the Party received this information is named Receiving Party. The information or proposals furnished to Receiving Party, including, without limitation, financial data, contracts, projections, analyses, compilations, studies or other documents concerning Disclosing Party, whether furnished by Disclosing Party or by its agents, representatives (including attorneys, accountants and financial advisors) or employees, and whether furnished in writing, orally or electronically, is hereinafter referred to as the “Information”. In consideration of Disclosing Party furnishing Receiving Party with the Information, Receiving Party agrees that:1. The Information will be kept confidential and shall not, without the prior consent of Disclosing Party, be disclosed by Receiving Party, or by its agents, representatives or employees, in any manner whatsoever, in whole or in part, and shall not be used by Receiving Party, its agents, representatives or employees, other than in connection with the Project. Moreover, Receiving Party agrees to reveal the Information only to its agents, representatives and employees who need to know the Information for the purpose of Project, who are informed by Receiving Party of the confidential nature of the Information and who shall agree to be bound by the terms of this Agreement. Receiving Party agrees to take all reasonable measures, including but not limited to, court proceedings, to restrain its agents, representatives and employees (or former employees) from unauthorized disclosure or use of the Information.2. Without Disclosing Party’s prior written consent, Receiving Party and its agents, representatives and employees will not disclose to any person the fact that the Information has been made available, that discussion or negotiations are taking place concerning the Project, or of the terms, conditions or other facts with respect to the Project.3. The Information furnished to Receiving Party in tangible form will be returned to Disclosing Party or destroyed immediately upon (a) the expiration of the Project; or (b) notification by Receiving Party to Disclosing Party that Receiving Party has no interest in the potential transaction with Disclosing Party; or (c) upon Disclosing Party’s request. Any analyses, compilations, studies or other documents prepared by Receiving Party, or its agents, representatives or employees regarding the potential transaction with Disclosing Party will be held by Receiving Party and kept confidential and subject to the terms of this Agreement, or will be destroyed upon (a) the expiration of the Project; or (b) notification by Receiving Party to Disclosing Party that Receiving Party has no interest in the potential transaction with Disclosing Party; or (c) upon Disclosing Party’s request.4. Receiving Party will not make any use of the Information except solely (a) to assist Receiving Party in the Project and (b) as permitted by such agreement, if any, as Disclosing Party and Receiving Party may enter into.5. This Agreement shall be inoperative as to such portions of the Information (i) which are or become generally available to the public through no fault or action by Receiving Party or its agents, representatives or employees, (ii) which are or become available to ReceivingParty on a non-confidential basis from a third party source who is not in breach of a confidentiality obligation to Disclosing Party, (iii) which are independently developed by Receiving Party without the use of any confidential Information, or (iv) which Receiving Party is legally required to disclose.6. Receiving Party acknowledges that Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Information.7. Receiving Party agrees that injuries and damages to Disclosing Party from any breach by Receiving Party of any of the provisions of this Agreement, including those regarding non-disclosure by Receiving Party of Information, would be substantial and difficult if not impossible to calculate and that money damages would be an inadequate remedy for such breach. Accordingly, Receiving Party agrees that if it breaches any provision, Disclosing Party shall be entitled, in addition to all other remedies which it may have, to restraining orders, injunctions or other appropriate orders to restrain any such breach by Receiving Party without Disclosing Party being required to show or provide any actual damages or to exhaust any remedy Disclosing Party has for money damages.8. This Agreement shall be governed by the laws of People Republic of China. This Agreement shall remain in force for a period of twelve (12) months from the date of this Agreement.Dated: August ___, 2014****By:Name:****By:Name:Title:。
互相保密协议(英文范本)
MUTUAL NON-DISCLOSURE AGREEMENT WITH NON-CIRCUMVENTIONPROVISIONSThis Mutual Non-Disclosure Agreement (“Agreement”) is made as of April 7th, 2017 (“Effective Date”) by and between XXX Company, a XXX Company, with the commercial registration XXXX, and its registered address at XXX (“XXX”), and XXXXXX, a XXXcompany with its registered address at XXXX (“Company”).Statement of PurposeI n analysis of a possible transaction involving the development and realization of certain Real Estate transactions within th e Kingdom of Bahrain (the “Projects”) which have been identified by UXB and to determine if the Parties wish to cooperate on such Projects in any capacity whatsoever. The party receiving or learning such Confidential Information is referred to herein as t he “Receiving Party,” and the party disclosing such Confidential Information is referred to as the “Disclosing Party.” In consideration of furnishing the other party with Confidential Information, the mutual promises 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”.a.Confidential Information. For purposes of this Agreement, “Confidential Information” means a ll information that is not generally known, in whatever form, disclosed by a Disclosing Party to a Receiving Party or learned as a result of such disclosure, including information about a Disclosing Party’s finances, costs and pricing; and the Disclosing Party’s actual or potential employees, vendors or customers; competitive and market conditions; and any other information which is not generally known to others.b.E xceptions. C onfidential Information does not include information that: (i) is, or later becomes generally known other than as a result of misappropriation or a breach of this Agreement; (ii) is in the possession of the Receiving Party without restriction prior to its receipt from the Disclosing Party, as evidenced by contemporaneous written records; (iii) is received by the Receiving Party from a third party lawfully holding such Confidential Information and with no restrictions on its disclosure; or (iv) was independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records. The Receiving Party shall have the burden of proving the existence of the foregoing exceptions. Confidential Information shall not be deemed to be generally known merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now or become generally known.2.Treatment of Confidential Information.a.Each party agrees to keep secret and confidential the Confidential Information of the other party, and further agrees to use such information solely as is reasonably necessary for the Purpose defined above. The Receiving Party shall not otherwise use any of the other’s Confidential Information for its own or any third party's benefit, without the prior written approval of an authorized representative of the Disclosing Party.b.Each party further agrees that it shall not disclose the other’s Confidential Information to any outside party (with the exception of the Third and Fourth Party defined elsewhere within this Agreement, provisions of which are discussed in 2(f) below) without the Disclosing Party’s express prior written consent, except that a Receiving Party may disclose the Confidential Information orportions thereof to those of its directors, shareholders, officers, employees, representatives and agents (collectively, the “Representatives”) who need to know such information for the Receiving Party to accomplish the Purpose defined above. Prior to disc losing any of the other’s Confidential Information to any Representative, the Receiving Party will inform such Representative in writing of the confidential nature of the Confidential Information and will ensure that such Representative is bound by written confidentiality and use-restriction terms substantially similar to the terms in this Agreement.c.Each party further agrees t o protect and safeguard the other’s Confidential Information against unauthorized use, publication or disclosure with the same level of care it employs to safeguard its own Confidential Information, and in no event with less than reasonable care.d.Each party further agrees that it shall not reverse engineer, decompile or otherwise disassemble the Disclosing Party’s Confidential Infor mation.e.The Receiving Party may disclose the Confidential Information of the Disclosing Party without breach of this Agreement solely to the extent such Confidential Information is required to be disclosed pursuant to any government statute, regulation or any court order, to the extent actually so required and after notice of such requirement to the Disclosing Party, provided that such notice is allowed by law.f.Prior to release of any Confidential Information to any Third Parties, UXB and the Compnay shall ensure that each has in place Non-Disclosure Agreements between their respective client with similarly restrictive terms. UXB and Company may request from the other the Terms of the Non-Disclosure Agreements with their prospective clients.3.Limits on Disclosure Obligations. Either party shall have the right to refuse to accept any information under this Agreement, and nothing in this Agreement obligates either party to disclose to the other any particular information. Neither party makes any warranties or representation as to the accuracy, completeness, utility or value of Confidential Information it discloses. Neither party is obligated to enter into any further agreement with the other as a result of this Agreement or any disclosures made hereunder.4.Ownership of Confidential Information.a.UXB and Company each agree and acknowledge that all Confidential Information of a Disclosing Party hereunder shall remain the sole property of the Disclosing Party. Nothing in this Agreement shall be deemed a license to the Receiving Party to use the intellectual property of the Disclosing Party, other than as is expressly authorized herein.b.To the extent Confidential Information, and any matter including, embodying, constituting, reflecting, derived from or arising from the Confidential Information, is or becomes cognizable under the patent, copyright, trademark or other intellectual property laws of any jurisdiction, the parties agree that the Disclosing Party will solely own all such rights. The Receiving Party shall not publicly disclose or offer for sale any such invention, discovery, creation or improvement, and such subject matter shall be deemed to be Confidential Information owned by the Disclosing Party until such time, if ever, that it no longer meets the definition of same. The Receiving Party shall not contest or challenge the Disclosing Party’s patent, copyright or other intellectual property rights in the Disclosing Party’s Confidential Information, and the other party further agrees to assign whatever rights it may acquire in such intellectual property to the Disclosing Party, and further to provide whatever assistance the Disclosing Party reasonably requests to protect, register, enforce or defend such intellectual property rights. The Receiving Party further agrees that it shall not take any action that would infringe, misappropriate or otherwise impair such rights or the acquisition of such rights.5.Return of Confidential Information. At the request of a Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all of the Disclosing Party's Confidential Information, together with all copies thereof and all notes, drawings, abstracts and other information in whole or in part containing the Disclosing Party’s Confidential Information. In the event the Disclosing Party’s Confidential Information is embodied or stored in a medium incapable of being returned (such as a hard drive), the Receiving Party shall destroy such Confidential Information in a manner that prevents undeletion or recovery and, upon request, shall certify in writing to the Disclosing Party that it no longer has in its possession and is not using the Disclosing Party’s Confidntial Information.6.No Representations. UXB and Company acknowledge that neither party is making, nor will either party make at the time of delivery of the Confidential Information, any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and neither UXB nor Company, nor any of their respective officers, directors, employees, stockholders, owners, affiliates, agents or representatives will have any liability to the other party or any other person resulting from the use of the Confidential Information.7.Non-Solicitation/No-Hire. Given the nature of the discussions leading to a possible Transaction, UXB and Company agree they will not solicit, recruit, nor hire employees of the other for a period of two (2) years after the termination or expiration of this Agreement without the written consent of, the other party. For the purposes of this section, the obligation to seek the consent of the other party shall commence when the party knows, or reasonably should have known, of the employement histroy of the employee.8.Non Circumvention. As a material inducement to enter into this Agreement, the Parties agree that the Company will not attempt to deal directly with any Third Party in any Transaction of any nature as anticpated by the “Statement of Purpose” of this Agreement. The Parties a gee that his Non-Circmvention shall remain valid for the later of (1) a period of three (3) years from the effective date of this Agreement or (2) for the period of (1) year past any expiration, termination, or non-renewal of the Agreement. Ine the event this provision is violated by either Party, the aggreived party may petition the court for damages amounting to lost profit, as well as other damages allowed by law, and may seek injunctive relief to block or prohibit any Transaction from proceeding in violation of this provision. 9.Term; Termination; Survival of Confidentiality Obligation. The term of this Agreement shall commence on the Effective Date and continue for a period of one (1) year. Either party may terminate this Agreement for convenience upon five (5) days prior written notice to the other party. The confidentiality obligations set forth in this Agreement are in addition to any confidentiality obligations imposed by circumstance or underlying law. The obligations of confidentiality hereunder shall survive the termination or expiration of this Agreement for a period of three (3) years, provided that each party’s obligations of confidentiality with respect to any Confidential Information that constitutes a trade secret shall continue until such Confidential Information fits an exception set forth in Section 1(b) hereof.10.Remedies. Each party acknowledges that the unauthorized use or disclosure of the other’s Confidential Information shall cause the Disclosing Party irreparable harm not fully compensable in money damages, and it therefore agrees that the Disclosing Party shall have the right to immediate injunctive relief, without the requirement of posting security or bond. Each party agrees that it shall indemnify the other and hold it harmless against any damage, injury, or cause of action arising from the unauthorized use or disclosure of the other’s Confidential Information by it or its Representatives. 11.Nonassignment. N either party shall have the right to assign its rights under this Agreement, whether expressly or by operation of law, without the prior written consent of the other party. Subjectto the foregoing, this Agreement and the Receiving Party’s obligations hereunder shall be binding on the representatives, permitted assigns, and successors of the Receiving Party and shall inure to the benefit of the representatives, permitted assigns and successors of the Disclosing Party.12.Miscellaneous.a.This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement, and it supersedes all previous agreements, negotiations and commitments between the parties related to such subject matter. This Agreement shall not be modified in any manner, except by mutual written consent signed by duly authorized representatives of each of the parties.b.Failure to insist upon strict compliance with any provision of this Agreement shall not be deemed waiver of such provision or any other provision hereof.c.This Agreement will be governed by, construed and enforced in accordance with the laws of the Kingdom of Bahrain, without regard to its conflicts of law rules. The Parties agree that any action brought under this Agreement shall be brought in the Courts of the Kingdom of Bahrain.d.If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other its costs and expenses, including attorneys’ fees.e.If any provision of this Agreement shall be finally held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be deemed automatically to be deleted, and the remaining provisions that can be given effect without such deleted terms shall remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and effect in all other circumstances.f.The execution of this Agreement shall not create any agency, partnership, joint venture, association or any other relationship between the parties other than as independent contracting parties.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.XXXXXXXX Company XXXXXXXX CompanyBy: ________________________________ B y: ___________________________________ XXXXXXXXXXXXXX Print Name: XXXXXXXXXXXXXXXX Title: XXXXXXXXXXXDate:_______________________________ Date: XXXXXXX。
保密协议模板(英文)
C O N F IDE N T I A LNon-Disclosure AgreementB ETWEENcompany name A, an organization constituted under the laws of CHINA, having its principal office at Address(hereinafter called A bbreviation)ANDcompany name B ,an organization constituted under the laws of CHINA, having its principal office at address (hereinafter called A bbreviation B).In discussions between Abbreviation A, and ( )and its affiliates, concerning the potential sale of Product/Service, both parties wish to protect certain confidential information ( hereinafter called Information), obtained in any manner, that will be exchanged during these discussions. This information includes technical, strategic and marketing information concerning Product/Service and information.1. Neither ( ) nor Abbreviation A shall disclose or use Information or allow it to beused, for their own benefit or the benefit of others, and shall protect Information by usinga reasonable degree of care as they use to protect their own confidential information.2. The Information does not apply to information already in the possession of either( ) or Abbreviation A prior to the signed date of this agreement.3. In the event that either party is required by judicial or administrative process to discloseInformation, they shall promptly notify the other party and allow that party a reasonable time to oppose such process.4. ( ) and Abbreviation A shall return all Information received from the other attheir request except that ADTS may retain in its confidential files one copy of written Information for record purposes only.5. ( ) and Abbreviation A warrants or represents that they have the right to makedisclosures under this Agreement, that are not counter to the spirit and terms of this agreement.6. Neither party has an obligation pursuant to this Agreement to purchase any service or itemfrom the other party.7. The parties do not intend that any agency or partnership relationship be created by thisAgreement.8. All additions or modifications to this Agreement, including any attachment must be madein writing and executed by both parties.9. This Agreement is to be executed in duplicate. Please return one copy to A&D TechnologyTrading (Shanghai) Co., Ltd., Floor.21-A，Majesty Bldg. No.138 Pudong Avenue. Pudong, Shanghai China.Company name A Company name B[Date] [Date]。
英文保密协议(Non-Disclosure Agreement)
NON-DISCLOSURE AGREEMENT BETWEEN[DISCLOSING PARTY] AND [RECEIVING PARTY]This Non-Disclosure Agreement (the “Agreement”) is made and effective March 26, 2012,BETWEEN: [COMPANY NAME] (the "Disclosing Party"), a corporation organized andexisting under the laws of the Hong Kong Special Administrative Region ofthe P EOPLE’S REPUBLIC OF CHINA, with its head office located at:[COMPANY ADD]AND: [COMPANY NAME] (the "Receiving Party"), a corporation organized andexisting under the laws of the Guangdong Province of PEOPLE’S REPUBLICOF CHINA, with its head office located at:[COMPANY ADD]WHEREAS, Receiving Party has been or will be engaged in the performance of work on the manufacture and supply of furniture; and in connection therewith will be given access to certain confidential and proprietary information; andWHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated.NOW, THEREFORE, it is agreed as follows:1. NON-DISCLOSURE OF CONFIDENTIAL INFORMATIONBoth Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, “Confidential Information” means proprietary and confidential information about the Disclosing Party’s (or it’s suppliers’) business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as “confidential” or “proprietary.” Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include:A. Information that is currently in the public domain or that enters the public domain after thesigning of this Agreement.B. Information a Party lawfully receives from a third Party without restriction on disclosure andwithout breach of a non-disclosure obligation.C. Information that the Receiving Party knew prior to receiving any Confidential Information fromthe Disclosing Party.D. Information that the Receiving Party independently develops without reliance on anyConfidential Information from the Disclosing Party.Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control.2. TERMThe term of this Agreement is five years from the date of execution by both Parties.3. TITLEThe Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party.4. DISCLAIMERNothing contained in this Agreement or in any Confidential Information constitutes any express or implied warranty of any kind. All representations or warranties, whether express or implied, including fitness for a particular purpose, merchantability, title, and non-infringement, are hereby disclaimed. Neither this Agreement nor any Confidential Information shall create, nor shall be deemed to create, a legally binding or enforceable Agreement or offer to enter into any business relationship.5. NO LICENSE GRANTEDNeither Party grants to the other any license, by implication or otherwise, to use any Confidential Information except as expressly provided in this Agreement.6. COPIESAny copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original.7. UNAUTHORIZED USEReceiving Party shall promptly advise Disclosing Party in writing if it learns of any unauthorized use or disclosure of Proprietary Information by any Receiving Party Personnel or former Receiving Party Personnel.8. INJUNCTIVE RELIEFReceiving Party acknowledges that the use or disclosure of the Proprietary Information in a manner inconsistent with this Agreement will cause Disclosing Party irreparable damage, and that Disclosing Party shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and to such damages as are occasioned by such unauthorized use or disclosure.9. MODIFICATIONSThis Agreement may be modified only by a contract in writing executed by the party to this Agreement against whom enforcement of such modification is sought.10. PRIOR UNDERSTANDINGSThis Agreement contains the entire agreement between the parties to this Agreement with respect to the subject matter of the Agreement, is intended as a final expression of such parties' agreement with respect to such terms as are included in this Agreement is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understanding, agreements, representations and warranties. If any, with respect to such subject matter, which precede or accompany the execution of this Agreement.11. WAIVERAny waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.12. COMPLIANCE WITH LAWThe Receiving Party agrees to abide by all federal, state, and local laws, ordinances and regulations.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.DISCLOSING PARTY RECEIVING PARTYAuthorized Signature Authorized Signature________________________________ Print Name and Title Print Name and Title。
保密合作合同英文模板
保密合作合同英文模板[标题]Confidentiality and Non-Disclosure Agreement (NDA)[]This Confidentiality and Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date], y and etween [arty A], with its rincial lace of usiness at [Address], and [arty ], with its rincial lace of usiness at [Address].WHEREAS, the arties desire to engage in discussions for a otential usiness relationshi or transaction (the "urose"). The urose may involve, among other things, the exchange of confidential and rorietary information.NOW, THEREFORE, in consideration of the mutual romises, covenants, and agreements contained herein, and for other good and valuale consideration, the receit and sufficiency of which are herey acknowledged, the arties agree as follows:1. Definition of Confidential InformationFor the uroses of this Agreement, "Confidential Information" shall mean any information, whether oral, written, or in electronic form, that is disclosed y one arty to the other arty and that is identified as confidential at the time of disclosure or that should reasonaly e considered confidential under the circumstances. Confidential Information shall not include information that: (a) is or ecomes ulicly availale through no fault of the receiving arty; () was rightfully in the ossession of the receiving arty rior to disclosure y the disclosing arty;(c) is rightfully otained y the receiving arty from a third arty without any oligation of confidentiality; or (d) is indeendently develoed y the receiving arty without reference to the disclosing arty's Confidential Information.2. Oligations of Receiving artyThe receiving arty agrees to use the Confidential Information only for the urose and to hold the Confidential Information in strict confidence. The receiving arty shall not, without the rior written consent of the disclosing arty, disclose, distriute, or make availale the Confidential Information to any third arty or use the Confidential Information for any urose other than the urose.3. ExcetionsThe oligations of confidentiality set forth in this Agreement shall not aly to any Confidential Information that: (a) is or ecomes ulicly availale through no fault of the receiving arty; () was rightfully in the ossession of the receiving arty rior to disclosure y the disclosing arty;(c) is rightfully otained y the receiving arty from a third arty without any oligation ofconfidentiality; or (d) is indeendently develoed y the receiving arty without reference to the disclosing arty's Confidential Information.4. Return or Destruction of Confidential InformationUon termination or exiration of this Agreement, or uon request y the disclosing arty, the receiving arty shall immediately return or destroy all coies of the Confidential Information in its ossession, custody, or control, along with all coies and records derived therefrom.5. Term and TerminationThis Agreement shall remain in effect for a eriod of [insert time eriod] years from the date of execution, unless terminated earlier y mutual agreement of the arties or as rovided herein. Either arty may terminate this Agreement immediately uon written notice if the other arty reaches any material rovision of this Agreement and fails to cure such reach within [insert numer] days after receit of written notice from the non-reaching arty.6. Governing Law and Disute ResolutionThis Agreement shall e governed y and construed in accordance with the laws of [insert state/country]. Any disute arising out of or in connection with this Agreement shall e resolved through inding aritration in accordance with the rules of [insert aritration association], which shall e held in [insert location].7. Entire AgreementThis Agreement constitutes the entire understanding and agreement etween the arties with resect to the suject matter hereof, and suersedes all rior negotiations, understandings, and agreements etween the arties, whether written or oral. This Agreement may only e amended y a writing signed y oth arties.8. CounterartsThis Agreement may e executed in counterarts, each of which shall e deemed an original, ut all of which together shall constitute one single instrument.IN WITNESS WHEREOF, the arties have executed this Agreement as of the date first aove written.[arty A]y: [Name]Title: [Title]Date: [Date][arty ]y: [Name] Title: [Title] Date: [Date]。
保密协议模板 中英文
CONFIDENTIALITY / NON DISCLOSURE AGREEMENT保密协议Between:Party A: xxxxxxx company. A Company organized and existing under the laws of the XXXX with its legal address at XXXXXXXXXXX (XXXXXX). Hereafter “Party A”Party B: xxxxxxx company. A Company organized and existing under the laws of xxxxx with its legal address at xxxxxxxxxxxxxx (xxxxxxxxx). Hereafter “Party B”The two parties are in cooperation on associated order, where related business information and data from each other are needed. Based on the principle of mutual benefit and common development, both parties shall sign this NDA through friendly consultations.双方在相关订单进行合作，需要取得对方的相关业务和数据资料，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。
1.“Confidential Information” shall mean, any data, information or material that are disclosed or furnished by the Party A or Party B after or prior to the execution of this Agreement, whether orally, in writing or in electronic form (regardless whether they are marked as being‘Confidential’ or otherwise. The Confidential Information includes but not limited to:“保密信息”系指甲乙双方在本协议签署后或签署前披露或提供的任何数据、信息或材料，无论这些数据、信息或材料是以口头、书面或电子形式(无论这些数据、信息或材料是否被标记为保密信息或其他形式)。
保密协议正规条款(中英文对照)
保密协议（模板范本）编辑前可删除此页合同特点：内容详尽条款清晰（花费了太多时间）收取一点点费用请不要介意保密协议Non-Disclosure Agreement本协议由披露方和接受方于_____年____月____日在_______签订：This Non-Disclosure Agreement (the “Agreement”) is made as of the [ ] day of [ ], 200[ ] by and between:“披露方”由本协议附件A所确定。
“Disclosing Party” mean the parties specified in the Exhibit A to this Agreement.和and“接受方”：[供应商名称]，一家根据法律成立与存续的公司，其法定地址为，邮编：；及“Receiving Party”：[The name of the Supplier], a company established and existing under the laws of , with its legal address at .披露方或接受方单独称为“一方”，合称为“双方”。
The Disclosing Party and the Receiving Party will be referred to individually a s the “Party” and collectively as the “Parties”.鉴于：Whereas:双方为发展、评估双方进行业务往来的机会（“业务往来”），追求双方的共同利益，将进行协商和讨论。
在讨论和协商过程中，披露方将向接受方披露保密信息。
The Parties, for their mutual benefits, will discuss and negotiate with each other in order to develop and evaluate the potential opportunity for business dealings with each other (the “Business Dealing”). In the proc ess of discussion and negotiation, the Parties may have exchanged or wish further to exchange Confidential Information as defined below.为保证保密信息的安全和机密以及双方的合法权利，经过平等协商和在公平、平等的原则基础上，双方约定如下：NOW, THEREFORE, for the sake of keeping security and confidentiality of the Confidential Information hereunder and related legal rights of the Parties, after friendly consultations and proceeding on principles of fairness and equality, the Parties hereby agreed as follows：双方已责成各自的授权代表于文首所载日期正式签订本协议，于此为证。
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2021_0001NONDISCLOSURE AGREEMENTThis Nondisclosure Agreement ("Agreement"), made and entered into as of the last date of execution by and between ABC Group Corporation Li mited, having an office and place of business at XXX Street, XXX District, XXX, China XXX, (hereinafter referred to as "ABC") and ZYZ, having an office and place of business at --------, (hereinafter referred to as "ZYZ").ABC and ZYZ may also hereinafter be referred to individually as a "party" or collectively as the "parties".WITNESSETH THAT:WHEREAS, ABC is willing to provide ZYZ with certain data and information from time to time, relating to: any ABC Engine Components received from ABC or an authorized third party in conjunction with a proposed or existing business relationship with ABC for the manufacture of parts or quotation on potential manufacture parts on any ABC engines components under the conditions hereinafter set forth;andWHEREAS, ZYZ is willing to provide ABC with certain data and information from time to time, relating to: manufacture engine parts during quote or manufacture of ABC Engine parts or components under the conditions hereinafter set forth; andNOW THEREFORE, the parties hereto agree as follows:1. PROPRIETARY INFORMATIONAll data, knowledge, and information disclosed or delivered pursuant to this Agreement, including without limitation all oral, visual, and machine-readable manifestations, identified with an appropriate legend, marking, stamp or other written identification at the time of disclosure or delivery (or subsequently identified in writing within thirty (30) days thereafter) as proprietary or competition sensitive, shall be treated by the receiving party as proprietary.2. STANDARD OF CAREThe Parties each agree that Proprietary Information will not be disclosed to others and will be treated by the receiving party with the same degree of care with which the receiving party treats and protects its own proprietary6information against public disclosure but with no less than reasonable care, for a period of ninety-nine (99) year(s) from the date of receZYZ.3. ALLOWABLE USE OF PROPRIETARY INFORMATIONThe receiving party may use proprietary information disclosed or delivered hereunder only for the purpose of a proposed or existing business relationship with ABC for the manufacture of ABC Engine parts or quotation on potential manufacture ABC Engine parts; and may disclose such proprietary information only to those of its employees, officers and directors as may be reasonably necessary to carry out such purpose. Employees of ABC shall include employees of the XXX ABC Group Corporation Li mited and all subsidiaries that report administratively to XXX ABC Group Corporation Li mited, as well as employees of contract labor companies that provide temporary technical and administrative services for ABC provided said employees are under an obligation to hold such information in confidence under terms and conditions at least as restrictive as the terms and conditions of this Agreemen t. Notwithstanding anything herein to the contrary, neither party may use the Proprietary Information of the other for any other purpose, including without limitation to design, manufacture or repair spare or replacement part s for either party’s products, to compare such parts to one another or to designs of such parts, or to obtain FAA Parts Manufacturer Approval or other government approval to manufacture such parts, without the disclosing p arty’s express written consent.4. RELEASE TO THIRD PARTIESExcept as contemplated in paragraph 3 above, the receiving party shall not, for any purpose or under any circumstance, whether intentional, inadvertent, or otherwise, disclose such proprietary information to any third party without prior express written consent from the disclosing party.5. EXCLUDED INFORMATIONThis Agreement shall not affect the right of the receiving party to use and/or disclose information which:5.1 is in the public domain at the time of disclo sure, or is subsequently madeavailable to the general public through no fault of the receiving party, or5.2 was known to the receiving paπy at the time of disclosure, by other thandisclosure by the disclosing party, or5.3 becomes known to the receiving party without similar restrictions as to its6disclosure or use from a source other than the disclosing party, or5.4 is independently developed by the receiving party and was not acquireddirectly or indirectly under any secrecy obligation from the disclosingparty.Each party will notify the other in writing within thirty (30) days of having made a determination that any proprietary information falls within any of the categories of this paragraph 5.6. OWNERSHIPAll information exchanged under this Agreement shall remain the property of the disclosing party, and in the event that proprietary information of one party is combined with, or derived from, proprietary information of the other party, each party shall treat the combined or derived information as proprietary information received under this Agreement and shall provide the protections set forth herein; provided however that nothing in this Agreement shall limit the right of a party to use or disclose its own proprietary information notwithstanding that the combined information or derived information is protected hereunder. Upon expiration or termination of this Agreement the receiving party shall cease use of any and all proprietary information received hereunde r. Within thirty (30) days after expiration or termination of the Agreement the receiving party shall return (or destroy, if requested by the disclosing party) all proprietary information delivered or disclosed under this Agreement and any copies thereof, and certify such return or destruction to the disclosing party.7. NO LICENSENo license under any patents, trademarks, copyrights, technology, or other trade secrets is granted or conveyed by one party’s transmitting proprietary information or other information to the other party hereunder nor shall such a transmission constitute any representation, warranty, assurance, guaranty, or inducement by the transmitting party to the receiving party with respect to infringement of patent or other rights of others.8. NONEXCLUSIVITYThis Agreement will not preclude either party from working with others in any connection so long as the obligations described herein are respected.9. OTHER AGREEMENTSThis Agreement shall not be construed in any manner to be either an6indication of intent to or an obligation to either disclose proprietary information or to enter into a future contract, agreement, subcontract, teaming agreement, or joint venture, or to result in any claim whatsoever by one party against the other party for reimbursement of cost for any effort expended. This Agreement is for the purposes of protecting proprietary information only.10.PERMITTED DISCLOSURENeither party shall be liable for disclosures pursuant to judicial action or Government regulation or requirement, and should the receiving party be faced with legal action or a requirement under Government regulations to disclose proprietary information received hereunder, the receiving party shall notify the disclosing party.11.POINTS OF CONTACTThe points of contact with respect to the receZYZ of proprietary information under this Agreement are as follows:for ABC: for ZYZ:XXXXXXX StreetXXXDistrictXXX,China XXXTel: 0086-XXXXFax: 0086-XXXXEmail: XXXXEach party may change its designee by written notice to the othe r.12.TERMINATIONEither party, upon thirty (30) days written notice to the other, may terminate this Agreement with respect to disclosure made thereafter.13.ASSIGNMENTNeither party shall assign any of its obligations under this Agreement without the prior written consent of the other; except that ABC may assign its rights and obligations under this Agreement to any of ABC’s subsidiaries or affiliates succeeding in interest to substantially all of its business, without the consent of and without recourse to XXX ABC Group Corporation Li mited.614. AMENDMENTSThis Agreement shall not be superseded, modified, or amended except by written agreement of ABC and ZYZ.15. TERMThis Agreement shall cover the exchange of the aforesaid "certain data and information" between the parties for three (3) year(s) from the effective date hereof.16. SURVIVALThe expiration or termination of this Agreement shall not abrogate either party’s obligations regarding the proprietary information exchanged prior to such expiration or termination.17. WARRANTY AND DISCLAIMEREach party represents and warrants that it has the unqualified right to make the disclosures contemplated by this Agreemen t. Neither party, however, warrants the accuracy of any disclosures made hereunde r. Neither party hereto shall be liable for incidental, special, or consequential damages under this Agreement.18. GOVERNING LAWThis Agreement shall be governed by and interpreted in accordance with the laws of the People’s Republic of China without giving effect to its conflict of laws rules.19.DELIVERY TO GOVERNMENTNothing herein shall affect the right, if any, to deliver information (supplied hereunder) to the Chinese Government under applicable technical data and other regulations.20.CLASSIFIED OR EXPORT CONTROLLED INFORMATIONThe parties recognize that some information exchanged pursuant to this Agreement may be deemed by the Chinese Government as export controlled, and that all information made available hereunder may fall under the export laws and regulations of the People’s Repub lic of China. A Party possessing such information shall comply with all applicable requirements for transmittal, storage, and handling such information. Each party shall6assure that the material containing the information carries sufficient legends warning of its export controlled or proprietary nature. A party shall not remove legends from material received under this Agreement without the written permission of the party supplying the materia l.21.MERGER AND SEVERABILITYThis Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes and cancels any and all previous or collateral agreements, negotiations, commitments, representations or understandings between the parties in respect thereto. In the event any provision of this Agreement is determined to be invalid under applicable law, it is deemed to be omitted. The invalidity of any portion of this Agreement shall not render any other portion invalid. 22.ORIGINAL SIGNATURESThe execution and exchange of signed copies by means of electronic/telefacsimile transmission shall have the fulI force and effect of originals of this Agreemen t. However, the parties agree to provide each other originals of this Agreement bearing the signatures of both parties for record keeping purposes.WITNESS the execution hereof by duly authorized representatives of the parties.XXX ABC----------ZYZ---------Group Corporation Li mitedBy: By:Name: Name:Title: Title:Date: Date:6。