英文保密协议模板
保密协议合同英文模板
保密协议合同英文模板NON-DISCLOSURE AGREEMENT (NDA)THIS AGREEMENT is made on [Insert Date] between [Insert Your Company Name], a company incorporated under the laws of [Insert Jurisdiction], having its registered office at[Insert Company Address] (hereinafter referred to as "Discloser"), and [Insert Recipient's Name], an individualwith the address at [Insert Recipient's Address] (hereinafter referred to as "Recipient").1. Purpose of Disclosure:The Discloser intends to disclose certain confidential and proprietary information to the Recipient for the purpose of [Insert Purpose of Disclosure, e.g., business cooperation, potential partnership, employment consideration, etc.].2. Confidential Information:For the purposes of this Agreement, "Confidential Information" shall include any and all information disclosedby the Discloser to the Recipient, whether in written, oral, graphical, electronic, or any other form, and whether or not marked as "Confidential" or "Proprietary," that is related to the Discloser's business, including but not limited to:a. Trade secrets, know-how, business plans, and strategies;b. Financial, marketing, and operational data;c. Customer and supplier lists and information;d. Technical data, research, and development information;e. Any other information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.3. Obligations of Recipient:The Recipient agrees:a. To hold in confidence and protect the Confidential Information using the same degree of care as the Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;b. Not to disclose any Confidential Information to any third party without the Discloser's prior written consent;c. Not to use the Confidential Information for any purpose other than the Purpose of Disclosure without the Discloser's prior written consent;d. To limit access to the Confidential Information to those employees or affiliates who need to know such information for the Purpose of Disclosure and to ensure that such employees or affiliates are aware of and agree to comply with the obligations imposed by this Agreement; ande. To promptly notify the Discloser if it becomes aware of any unauthorized use or disclosure of the Confidential Information.4. Exclusions from Confidentiality:The obligations set forth in Section 3 shall not apply to any Confidential Information that:a. Was known to the Recipient prior to the date ofdisclosure by the Discloser;b. Becomes publicly known through no fault of the Recipient;c. Is rightfully obtained by the Recipient from a third party without any obligation of confidentiality;d. Is approved for release in writing by the Discloser; ore. Is independently developed by the Recipient without use of or reference to the Confidential Information.5. Duration of Agreement:This Agreement shall remain in effect until [Insert Duration, e.g., two (2) years from the date of disclosure], unless otherwise terminated by either party.6. Return of Information:Upon the Discloser's request or expiration or termination of this Agreement, the Recipient shall promptly return to the Discloser all documents and materials containing orreflecting any Confidential Information and shall not retain any copies thereof.7. Remedies for Breach:The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Discloser for which monetary damages may be an inadequate remedy. Accordingly, the Discloser shall be entitled to seek injunctive relief in the event of such a breach, in addition to all other remedies available at law or in equity.8. Entire Agreement:This Agreement constitutes the entire understanding betweenthe parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.9. Governing Law:This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of laws provisions.10. Counterparts:This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first written above.Discloser: [Insert Your Company Name]By: [Insert Authorized Signatory's Name]Date: [Insert Date]Recipient: [Insert Recipient's Name]Date: [Insert Date]。
中英文保密协议模板
TheParticipantacknowledgesandagreesthattheconfidentialinformationisprovidedonanasisbasis.DISCL。 SERMAKESN。WARRANTIES,EXPRESS。RIMPLIED,WITHRESPECTT。THEC。NFIDENTIALINF。RMATI。 NANDHEREBYEXPRESSLYDISCLAIMSANYANDALLIMPLIEDWARRANTIES。 FMERCHANTABILITYANDFITNESSF。RAPARTICULARPURP。SE.INN。EVENTSHALLDISCL。 SERBELIABLEF。RANYDIRECT,INDIRECT,SPECIAL,。RC。NSE。UENTIALDAMAGESINC。NNECTI。 NWITH。RARISING。UT。FTHEPERF。RMANCE。RUSE。FANYP。RTI。N。FTHEC。NFIDENTIALINF。 RMATI。N.
TheconfidentialinformationdisclosedunderthisAgreementisdescribedas:,applicableexplicitlytocompanyproposedand nottransferable.
1.本协议项下披露的保密信息是,明确地适用于公司所提议的、不予转让的信息。
9、基于披露人的书面请求,保密义务人应当返还所有书面材料、电子资料给披露人或进行销毁,保密义务人应 在5天内提交其签署的书面声明给披露者。
ThepartiesdonotintendthatanyagencyorpartnershiprelationshipbecreatedbetweenthembythisAgreement. 10、双方之间并不因本协议而建立任何代理或合伙关系。 TheobligationssetoutinthisAgreementshallcontinueforaperiodof24monthsfromtheEffectiveDate. H.本协议项下的保密义务有效期是自生效日起24个月内。 AlladditionsormodificationstothisAgreementmustbemadeinwritingandmustbesignedbybothparties. 12、本合同的任何补充或变更均须以书面的方式进行,且须双方签字方可生效。 ThisAgreementismadeunderandshallbeconstruedaccordingtothelawsofChina. 13、这份协议是根据中国的法律制定的,并应根据中国法律进行有关解释。 DISCL。SER披露人 AuthorizedSignature授权代表签名 Name(姓名): Title(职务): PARTICIPANT保密义务人
保密协议书(中英文)7篇
保密协议书(中英文)7篇篇1本协议于____年____月____日,由以下双方签订:1. [公司名称]2. [公司名称]鉴于双方有意愿共同合作,为明确合作过程中涉及的保密信息及其使用方式,特制定本保密协议。
一、保密信息1. 本协议所指的保密信息,包括但不限于以下内容:- 双方合作过程中涉及的商业计划、经营策略、技术资料、产品数据等;- 双方公司内部的商业决策、人事调整、财务情况等;- 双方合作过程中知晓的第三方信息,如客户资料、供应商信息等。
二、保密期限1. 保密期限自本协议签订之日起生效,至以下任一情形发生时终止:- 双方合作结束,且所有保密信息均已合法披露;- 一方违反本协议,导致保密信息泄露。
三、保密义务1. 双方应本着诚实信用的原则,确保保密信息的合法使用。
未经对方书面同意,任何一方不得将保密信息泄露给第三方。
2. 双方应妥善保管保密信息,并采取必要的技术措施防止信息泄露。
如因一方过错导致保密信息泄露,该方应承担相应的法律责任。
3. 双方应就保密信息的使用和披露进行充分沟通,确保信息的合法使用。
如一方需要向第三方披露保密信息,应事先取得对方的书面同意。
4. 双方应就保密信息的保密期限进行协商,确定合理的保密期限。
保密期限结束后,双方应确保保密信息的合法披露。
5. 双方应建立相应的保密制度,明确保密信息的种类、使用范围、披露方式等,并加强员工的教育和培训,确保保密信息的合法使用。
四、违约责任1. 如一方违反本协议,导致保密信息泄露,应承担相应的法律责任。
具体责任包括但不限于:- 赔偿因此给对方造成的全部损失;- 公开向受损方道歉;- 删除或销毁所有非法披露的保密信息。
2. 如一方违反本协议,未给另一方造成损失的,违约方应支付违约金人民币____元整(大写:____元整)给另一方。
该违约金不足以弥补受损方损失的,违约方还需承担补足责任。
3. 双方同意,本协议项下的违约责任是明确的,且违约方在承担违约责任后,不再承担其他赔偿责任。
保密协议书英文模板
保密协议书Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is entered into as of the __________ day of __________, 20______, by and between __________ ("Discloser"), a __________ with its principal place of business at __________, and __________ ("Recipient"), a __________ with its principal place of business at __________.WHEREAS, Discloser possesses certain confidential and proprietary information, including but not limited to trade secrets, know-how, business methods, business plans,financial information, customer lists, and other information related to Discloser's business (collectively, "Confidential Information");WHEREAS, Recipient desires to receive certain Confidential Information from Discloser for the purpose of __________ (the "Purpose");WHEREAS, Discloser is willing to disclose such Confidential Information to Recipient solely for the Purpose, providedthat Recipient agrees to maintain the confidentiality of such Confidential Information in accordance with the terms and conditions set forth in this Agreement.NOW, THEREFORE, in consideration of the mutual promises andcovenants contained herein, the parties agree as follows:1. Definition of Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean all information, whether oral, written, or in electronic form, that is disclosed by Discloser to Recipient, directly or indirectly, in connection with the Purpose, and which is not publicly known or available. Confidential Information shall include, without limitation, information relating to Discloser's research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, financial information, business plans, business methods, or other similar information.2. Obligations of Recipient(a) Recipient agrees to use the Confidential Information solely for the Purpose and for no other purpose. Recipient shall not use the Confidential Information for its ownbenefit or for the benefit of any third party without the prior written consent of Discloser.(b) Recipient agrees to take all reasonable steps to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information. Without limiting the generality of the foregoing, Recipient agrees to:(i) Limit access to the Confidential Information to those employees or agents who have a need to know such information for the Purpose and who have executed a non-disclosure agreement with Recipient with terms no less restrictive thanthose contained in this Agreement.(ii) Notify Discloser immediately upon discovery of any unauthorized use or disclosure of Confidential Information.(iii) At the request of Discloser, return all Confidential Information to Discloser or destroy all copies of such Confidential Information in Recipient's possession, custody,or control.3. Exclusions from ConfidentialityNotwithstanding the foregoing, Recipient shall not berequired to maintain as confidential any information which:(a) Was in Recipient's possession prior to disclosure by Discloser and was not acquired from Discloser under circumstances giving rise to an obligation of confidentiality;(b) Is or becomes a part of the public domain through no actor omission of Recipient;(c) Is lawfully disclosed to Recipient by a third partywithout restriction on disclosure;(d) Is independently developed by Recipient without use of or reference to the Confidential Information; or(e) Is required to be disclosed by Recipient pursuant to a valid order of a court or other governmental body, provided that Recipient gives Discloser reasonable prior writtennotice to contest such disclosure.4. Duration of ObligationsThe obligations of Recipient under this Agreement shall continue for a period of __________ years from the date of disclosure of the Confidential Information by Discloser to Recipient.5. RemediesRecipient acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to Discloser for which monetary damages may be inadequate. Therefore, in addition to any other remedies available to Discloser at law or in equity, Discloser shall be entitled to seek injunctive relief to prevent the breach or threatened breach of any provision of this Agreement.6. Miscellaneous(a) This Agreement shall be governed by and construed in accordance with the laws of the __________.(b) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.(c) The failure of either party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be deemed a waiver of such provision or right.(d) This Agreement contains the entire agreement and understanding of the parties with respect to the subjectmatter hereof and supersedes all prior and contemporaneous agreements, inducements, or conditions, express or implied.(e) This Agreement may be amended or modified only by a written instrument executed by both parties.(f) The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.Discloser。
保密协议中英文版
保密协议中英文版一、协议的目的和范围本保密协议(以下简称“协议”)由以下双方于_____(日期)签署:甲方(披露方):公司名称:_____法定代表人:_____地址:_____联系电话:_____乙方(接收方):公司名称:_____法定代表人:_____地址:_____联系电话:_____鉴于甲方可能向乙方披露某些机密信息,为了保护这些信息的保密性,双方经友好协商,达成如下协议。
本协议旨在规范双方在信息交流过程中的保密责任和义务,适用于双方在合作、洽谈、交易等过程中所涉及的所有机密信息。
二、机密信息的定义“机密信息”指甲方以任何形式向乙方披露的,无论是书面、口头、电子或其他形式的,与甲方业务、技术、财务、运营、客户、供应商等相关的信息,包括但不限于:1、商业计划、营销策略、销售数据、客户名单、供应商名单等商业信息。
2、技术规格、设计图纸、工艺流程、软件代码、研发成果等技术信息。
3、财务报表、预算、成本数据、盈利预测等财务信息。
4、未公开的专利申请、版权作品、商标等知识产权相关信息。
但以下信息不被视为机密信息:1、已经公开或进入公共领域的信息,但非因乙方违反本协议而导致公开的除外。
2、乙方在从甲方获取之前已经合法知晓的信息。
3、由第三方合法提供给乙方,且该第三方未对乙方施加保密义务的信息。
三、乙方的保密义务1、乙方应将机密信息仅用于与双方合作相关的目的,并采取合理的保密措施,防止机密信息的泄露、传播或未经授权的使用。
2、乙方不得向任何第三方披露机密信息,除非事先获得甲方的书面同意。
3、乙方应限制接触机密信息的人员范围,仅允许那些有必要知晓的员工接触,并确保这些员工已签署保密协议或受到同等保密义务的约束。
4、乙方应妥善保管机密信息,如采取安全的存储方式、限制访问权限等。
四、保密期限本协议的保密期限自双方签署之日起_____(具体年限)年内有效。
在保密期限届满后,乙方仍应对其在保密期限内获取的机密信息承担保密义务,直至该信息不再具有保密性。
英文保密函协议书范本
Confidentiality Agreement Letter Sample[Your Name][Your Position][Your Company Name][Company Address][City, State, ZIP Code][Email Address][Phone Number][Date][Recipient's Name][Recipient's Position][Recipient's Company Name][Company Address][City, State, ZIP Code]Dear [Recipient's Name],Subject: Confidentiality AgreementI hope this letter finds you well. I am writing to establish a confidentiality agreement between [Your Company Name] ("Disclosing Party") and [Recipient's Company Name] ("Receiving Party") regarding certain confidential information that will be shared between both parties.1. Confidential InformationThe term "Confidential Information" refers to any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, including but not limited to, tradesecrets, know-how, technical data, business strategies, financial information, and any other proprietary information.2. ExclusionsThe term "Confidential Information" does not include any information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law or regulation.3. ObligationsThe Receiving Party agrees to: (a) maintain the confidentiality of the Confidential Information; (b) not use the Confidential Information for any purpose other than the purpose for which it was disclosed; (c) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; and (d) take reasonable steps to protect the confidentiality of the Confidential Information, at least to the same extent that the Receiving Party protects its own confidential information of a similar nature.4. DurationThe obligations under this Confidentiality Agreement shall continue for a period of [specify duration, e.g., five (5) years] after the termination or expiration of any relationship between the parties.5. BreachIn the event of a breach of this Confidentiality Agreement, the non-breaching party shall be entitled to seek injunctive relief, damages, and any other legal remedies available under applicable law.6. Governing LawThis Confidentiality Agreement shall be governed by and construed in accordance with the laws of [specify jurisdiction, e.g., the State of New York].7. Entire AgreementThis Confidentiality 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.Please sign and return a copy of this Confidentiality Agreement to confirm your acceptance of the terms and conditions contained herein. If you have any questions or concerns, please do not hesitate to contact me.Sincerely,[Your Name][Your Position][Your Company Name]。
保密协议中英文模板
甲方(Party A):[甲方全称]地址(Address):[甲方地址]法定代表人(Legal Representative):[甲方法定代表人姓名]联系电话(Contact Number):[甲方联系电话]乙方(Party B):[乙方全称]地址(Address):[乙方地址]法定代表人(Legal Representative):[乙方法定代表人姓名]联系电话(Contact Number):[乙方联系电话]鉴于:1. 甲方是一家从事[甲方主营业务]的公司,拥有一定的商业秘密和知识产权。
2. 乙方有意与甲方合作,并需要了解甲方的部分商业秘密和知识产权。
3. 双方均希望保护对方的商业秘密和知识产权不被泄露给第三方。
为明确双方的权利义务,特订立本保密协议如下:第一条定义1. “商业秘密”是指甲方的技术秘密、经营秘密、管理秘密等非公开信息,包括但不限于以下内容:- 专利技术、专有技术、商业方法;- 财务数据、销售数据、市场调研数据;- 供应链信息、客户信息、合作伙伴信息;- 其他甲方向乙方透露的未公开信息。
2. “保密信息”是指甲方的商业秘密以及乙方在履行本协议过程中知悉的甲方的其他信息。
第二条保密义务1. 乙方在本协议有效期内以及终止后,对甲方的保密信息负有严格的保密义务,不得向任何第三方泄露、披露或使用。
2. 乙方应采取一切必要的措施,确保保密信息的保密性,包括但不限于:- 制定内部保密制度;- 对接触保密信息的人员进行保密教育;- 对保密信息进行物理或电子保护。
第三条使用限制1. 乙方仅限于在履行本协议目的范围内使用保密信息。
2. 未经甲方书面同意,乙方不得将保密信息用于任何其他目的或用途。
第四条保密期限1. 本协议项下的保密义务自本协议生效之日起至保密信息不再属于商业秘密之日止。
2. 即使本协议终止,乙方仍需遵守本协议项下的保密义务。
第五条违约责任1. 任何一方违反本协议的保密义务,应承担相应的违约责任,包括但不限于:- 向对方支付违约金;- 赔偿对方因此遭受的损失。
中英文涉外公司保密协议范本4篇
中英文涉外公司保密协议范本4篇篇1Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is made and entered into on this ____ day of ____, 20__, by and between [Company Name], a [country] company with its principal place of business at [Address] (the "Disclosing Party"), and [Recipient Name], a [country] company with its principal place of business at [Address] (the "Recipient").1. Confidential Information. "Confidential Information" means any information disclosed by the Disclosing Party to the Recipient, whether written or oral, that is designated as confidential or that reasonable person would understand to be confidential. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer lists, and any other information marked as confidential.2. Non-Disclosure. The Recipient agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party. The Recipient further agrees not to use theConfidential Information for any purpose other than as expressly authorized by the Disclosing Party.3. Employees and Agents. The Recipient shall restrict access to the Confidential Information to only those employees or agents who have a need to know the information and who have signed a confidentiality agreement no less restrictive than the terms set forth in this Agreement.4. Limitations. The obligations of confidentiality set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly known through no fault of the Recipient; (b) is independently developed by the Recipient without reference to the Confidential Information; (c) is rightfully received by the Recipient from a third party without restrictions on disclosure; or (d) is required to be disclosed by law or court order, provided that the Recipient gives the Disclosing Party prompt notice of such requirement and cooperates with the Disclosing Party in seeking a protective order.5. Return of Information. Upon the request of the Disclosing Party, or upon termination of this Agreement, the Recipient shall promptly return all Confidential Information, including all copies, notes, and extracts thereof, to the Disclosing Party or certify in writing the destruction thereof.6. No License. Nothing in this Agreement shall be construed as granting any license or other rights to the Recipient with respect to the Confidential Information, except as expressly set forth herein.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [country], without regard to its conflicts of laws principles. Any dispute arising under this Agreement shall be resolved in the courts of [country].8. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be amended except in writing signed by both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Company Name]By: ________________________Name: ______________________Title: ______________________[Recipient Name]By: ________________________Name: ______________________Title: ______________________Date: ______________________篇2Confidentiality AgreementThis Confidentiality Agreement ("Agreement") is entered into on [Date], by and between [Company name], a [Country] company, having its principal place of business at [Address] and [Recipient name], residing at [Address] (“Recipient”).1. Purpose: The purpose of this Agreement is to define the terms under which Confidential Information will be disclosed by [Company name] to Recipient for the purpose of [Purpose].2. Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, but not limited to, financial information, business strategies, customer lists, trade secrets,technical data, and any other information that is designated as confidential by [Company name].3. Non-Disclosure: Recipient agrees to hold the Confidential Information in strict confidence and not to disclose, directly or indirectly, or use the Confidential Information for any purpose other than for the purpose of [Purpose].4. Exceptions: R ecipient’s obligations under Section 3 will not apply to any information that: (a) is or becomes publicly known through no fault of Recipient; (b) Recipient can demonstrate was in its possession prior to receipt from [Company name]; (c) is independently developed by Recipient without reference to the Confidential Information; or (d) is disclosed with the written consent of [Company name].5. Protection of Information: Recipient agrees to take all reasonable precautions to protect the Confidential Information, including, but not limited to, restricting access to the information to only those employees or contractors with a need to know.6. Return of Information: Upon [Company name]’s written request or upon termination of this Agreement, Recipient agrees to promptly return or destroy all Confidential Information and confirm such destruction in writing.7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Country]. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of [Country].8. Term: This Agreement shall commence on [Date] and shall continue in full force and effect until terminated by either party upon written notice.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Company name]By: ______________________Title: ____________________Date: __________________[Recipient name]By: ______________________Title: ____________________Date: __________________In witness whereof, the above Parties agree to the terms and conditions set forth in this Agreement.[Company name]Signature: ___________________Date: ___________________[Recipient name]Signature: ___________________Date: ___________________This sample Confidentiality Agreement is provided for informational purposes only and should not be construed as legal advice. It is recommended that you consult with legal counsel before implementing any confidentiality agreements.篇3Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is made and entered into as of [Date] by and between [Company Name], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Company"), and [Recipient Name], an individual residing at [Address] (the "Recipient").WHEREAS, the Company operates a business involving the development and marketing of [Products/Services]; andWHEREAS, the Company has proprietary information and trade secrets related to its business that are valuable and not generally known to the public; andWHEREAS, the Company desires to disclose certain confidential information to the Recipient in connection with a potential business relationship between the parties.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:1. Confidential Information. For purposes of this Agreement, "Confidential Information" means all information, data, materials, and other items, including but not limited to, technical, financial, and business information, customer and supplier lists, marketing and sales plans, research and development plans, and any other information that is not generally known to the public that is disclosed by the Company to the Recipient.2. Non-Disclosure. The Recipient agrees that it will not disclose, disseminate, or in any way distribute any Confidential Information to any third party without the prior written consent of the Company. The Recipient further agrees that it will not usethe Confidential Information for any purpose other than as required in connection with the potential business relationship between the parties.3. Protection of Confidential Information. The Recipient agrees to take all reasonable precautions to prevent the unauthorized disclosure, dissemination, or use of the Confidential Information. The Recipient shall treat the Confidential Information with the same degree of care that it would use to protect its own confidential information, but in no event less than a reasonable standard of care.4. Return of Confidential Information. Upon the written request of the Company, the Recipient agrees to promptly return or destroy all Confidential Information in its possession or control, including all copies, notes, and extracts thereof.5. No License or Rights. This Agreement does not grant the Recipient any license or rights to the Confidential Information, except as expressly set forth herein.6. Duration. The obligations set forth in this Agreement shall continue indefinitely from the effective date set forth above and shall survive any termination of the potential business relationship between the parties.7. Remedies. The parties acknowledge that a breach of this Agreement may cause irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief to enforce the terms of this Agreement in addition to any other remedies available at law or in equity.8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Country], without regard to its conflict of laws principles.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.[Company Name]By: ______________________________Name: ______________________________Title: ______________________________[Recipient Name]By: ______________________________Name: ______________________________Title: ______________________________Date: ______________________________This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, discussions, negotiations, and understandings, whether oral or written. This Agreement may not be modified or amended except in writing signed by both parties.篇4Non-disclosure AgreementThis Agreement is entered into by and between [Company Name], a company incorporated under the laws of [Country], with its registered address at [Address], referred to as "Disclosing Party," and [Recipient Name], a company incorporated under the laws of [Country], with its registered address at [Address], referred to as "Recipient."Definition of Confidential InformationFor the purposes of this Agreement, "Confidential Information" means any and all information, data, or materials disclosed by the Disclosing Party to the Recipient, whether inwriting, orally, or in any other form, that is proprietary, confidential, valuable, or that is not generally known to the public. Confidential Information shall include, but not be limited to, trade secrets, business plans, financial information, customer lists, software, specifications, and any other information that is marked as "Confidential."Non-Disclosure ObligationsRecipient agrees not to disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party. Recipient further agrees to use all reasonable efforts to prevent the unauthorized disclosure or use of the Confidential Information. Recipient shall only disclose Confidential Information to its employees, contractors, or advisors who have a legitimate need to know and who are bound by similar confidentiality obligations.ExceptionsRecipient's non-disclosure obligations shall not apply to any information that: (a) is or becomes publicly available without breach of this Agreement; (b) was in Recipient's possession prior to disclosure by the Disclosing Party; (c) is rightfully obtained by Recipient from a third party without restrictions on disclosure; or(d) is independently developed by Recipient without reference to the Disclosing Party's Confidential Information.Return or Destruction of Confidential InformationUpon the written request of the Disclosing Party, or upon termination of this Agreement, Recipient shall promptly return or destroy all copies of the Confidential Information in its possession or control and provide written certification of such return or destruction.RemediesRecipient acknowledges that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party. In addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement.Term and TerminationThis Agreement shall commence on the Effective Date and shall remain in effect for a period of [X] years from the Effective Date unless earlier terminated by either party upon written notice. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement.Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [Country]. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [Country].This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings between the parties.IN WITNESS WHEREOF, the undersigned have executed this Non-Disclosure Agreement as of the Effective Date.[Company Name] [Recipient Name]By: _______________________ By: ________________________Name: Name:Title: Title:Date: Date:。
保密协议模板_英文
This Confidentiality Agreement (the “Agreement”) is made and entered into as of [Insert Date] (the “Effective Date”) by and between [Insert Company Name or Individual Name] (the “Disclosing Party”) and [Insert Recipient Name or Company Name] (the “Recipient”).WHEREAS, the Disclosing Party has certain information that is confidential and proprietary, including but not limited to technical, commercial, financial, operational, and other information (collectively, the “Confidential Information”); andWHEREAS, the Recipient desires to receive and use such Confidential Information.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:1. Confidential Information.For the purposes of this Agreement, “Confidential Information” shall mean all non-public information, including but not limited to:a. Technical information, including but not limited to formulas, processes, designs, prototypes, software source code, specifications, drawings, and other similar information;b. Commercial information, including but not limited to pricing, terms of sale, marketing plans, customer lists, and other similar information;c. Financial information, including but not limited to budgets,financial projections, and other similar information;d. Operational information, including but not limited to business plans, strategies, and other similar information;e. Any other information that is identified as confidential or proprietary by the Disclosing Party or that, under the circumstances, should reasonably be considered confidential or proprietary.2. Obligations of the Recipient.The Recipient agrees to:a. Keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;b. Use the Confidential Information solely for the purpose of evaluating and entering into a business relationship with the Disclosing Party;c. Not make any copies of the Confidential Information except as necessary for the purpose of evaluating and entering into a business relationship with the Disclosing Party;d. Return all copies of the Confidential Information to the Disclosing Party upon the termination of this Agreement or upon the Disclosing Party’s request;e. Not use the Confidential Information in any manner that would compete with the business of the Disclosing Party;f. Ensure that any employees or agents who have access to the Confidential Information are aware of and agree to be bound by the terms of this Agreement.3. Exclusions from Confidential Information.The obligations of confidentiality under this Agreement shall not apply to information that:a. Is or becomes publicly known through no fault of the Recipient;b. Is already in the possession of the Recipient at the time of disclosure;c. Is obtained by the Recipient from a third party without a breach of such third party’s obligations of confidentiality;d. Is independently developed by the Recipient without use of or reference to the Confidential Information;e. Is disclosed by the Recipient in response to a valid order of a court or other governmental authority.4. Term.This Agreement shall remain in effect for a period of [Insert Duration] from the Effective Date. The obligations of confidentiality shallsurvive the termination or expiration of this Agreement for a period of [Insert Duration].5. Termination.This Agreement may be terminated at any time by either party uponwritten notice to the other party. Upon termination or expiration ofthis Agreement, the Recipient shall return all copies of theConfidential Information to the Disclosing Party or certify the destruction of all such copies.6. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction].7. Entire Agreement.This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.IN WITNESS WHEREOF, the parties hereto have executed thisConfidentiality Agreement as of the Effective Date.[Insert Company Name or Individual Name]By: ____________________________Name: ___________________________Title: ___________________________[Insert Recipient Name or Company Name]By: ____________________________Name: ___________________________Title: ___________________________Please note that this is a general template and may not be suitable for all situations. It is important to consult with a legal professional to ensure that the agreement meets your specific needs and complies with applicable laws and regulations.。
英文保密协议范本
英文保密协议范本This Confidentiality Agreement (the "Agreement") is entered into as of the date of acceptance by Party B11 Definitions111 Confidential Information: Refers to all nonpublic information disclosed by Party A to Party B directly or indirectly in writing, orally, electronically, or through any other means including but not limited to business plans, technical data, customer lists, sales and marketing plans, product development plans, financial information, operational methods, processes, designs, inventions, knowhow, software, hardware, algorithms, source code, and documentation112 Disclosure Party: Refers to the party disclosing Confidential Information113 Receiving Party: Refers to the party receiving Confidential Information114 Affiliate: Any entity that controls, is controlled by, or is under common control with a party to this Agreement12 Obligations of the Receiving Party121 The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or carrying out a potential business relationship with the Disclosure Party (the "Purpose")122 The Receiving Party shall not disclose any Confidential Information to any third party except to those individuals who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those set forth herein123 The Receiving Party shall protect the Confidential Information using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care13 Exclusions from Confidential Information131 Confidential Information does not include information that:1311 Is or becomes publicly known through no fault of the Receiving Party;1312 Was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosure Party;1313 Is received from a third party who has a right to disclose it without violating any obligation to the Disclosure Party;1314 Is independently developed by the Receiving Party without use of or reference to the Confidential Information14 Term and Termination141 This Agreement shall remain in effect for a period of five years from the date of acceptance by the Receiving Party, unless terminated earlier in accordance with the provisions of this Agreement142 Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement andfails to cure such breach within thirty days after receipt of written notice thereof15 Return of Confidential Information151 Upon the termination of this Agreement or upon the request of the Disclosure Party at any time, the Receiving Party shall promptly return or destroy all Confidential Information provided by the Disclosure Party and any copies thereof, and provide written certification of such return or destruction16 NonSolicitation161 During the term of this Agreement and for a period of one year thereafter, neither party shall solicit, induce, or attempt to solicit or induce any employee, consultant, or contractor of the other party to terminate their relationship with such other party17 Governing Law and Dispute Resolution171 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Disclosure Party is located, without giving effect to its conflict of laws principles172 Any dispute arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof18 Miscellaneous181 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties182 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties183 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced184 Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except to an Affiliate185 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument。
涉外公司保密协议范本(中英)8篇
涉外公司保密协议范本(中英)8篇篇1保密协议本保密协议(“协议”)由以下两方签订:公司:__________ (以下简称“公司”)地址:__________与员工/顾问/合作伙伴:__________ (以下简称“接受方”)地址:__________鉴于公司经常向接受方透露公司的专有信息和商业秘密,为保护公司和接受方的权益,特此达成以下协议:一、定义本协议下的“保密信息”包括但不限于以下内容:技术信息、商业计划、客户信息、产品策略、财务数据、供应商信息及其他任何未公开的商业秘密。
这些信息应以任何形式(纸质、电子等)保密保存。
二、保密义务1. 接受方应对保密信息保持严格的保密,不得向任何第三方透露或分享。
2. 接受方仅可将保密信息用于执行与公司签订的合同或协议之目的。
3. 接受方应采取合理的安全措施,防止保密信息被泄露或被非法获取。
4. 在离职或合同终止后,接受方应立即归还所有包含保密信息的文件或资料。
三、例外情况本协议不阻止接受方在以下情况下分享保密信息:1. 法律法规要求披露的信息。
2. 在公司知情并同意的情况下披露的信息。
3. 公开已知的或非保密的信息。
四、法律责任如接受方违反本协议,公司有权要求接受方承担由此产生的所有法律责任,包括但不限于因违反保密义务导致的损失赔偿。
五、争议解决因执行本协议产生的任何争议,双方应首先通过友好协商解决。
如协商不成,任何一方均可将争议提交至有管辖权的人民法院解决。
六、其他条款1. 本协议自双方签字之日起生效,且持续有效。
2. 本协议的修改和终止需经双方书面同意。
3. 本协议受中华人民共和国法律管辖。
保密协议(英文版)NON-DISCLOSURE AGREEMENTThis Non-Disclosure Agreement (the “Agreement”) is made by and between:Company: __________ (hereinafter referred to as the “Company”)Address: __________AndEmployee/Consultant/Partner: __________ (hereinafter referred to as the “Recipient”)Address: __________WHEREAS, the Company frequently disclosed its proprietary information and trade secrets to the Recipient, in order to protect the rights and interests of both parties, the following agreement is hereby reached:I. DefinitionII. Confidentiality Obligations1. The Recipient shall maintain strict confidentiality over the confidential information and shall not disclose or share it with any third party.2. The Recipient shall use the confidential information only for the purpose of executing the contracts or agreements signed with the Company.篇2本协议于XXXX年XX月XX日由以下两方签订:公司方:【公司名称】(以下简称“公司”)员工:【员工姓名】(以下简称“员工”)鉴于双方在共同合作中的信任,以及对商业秘密的充分认知和尊重,特此签订本保密协议以明确各自的职责和保密义务。
保密协议NDA中英文
保密协议NDA中英文保密协议(NDA)中英文保密协议(NDA)是一份合同,用于确保双方在共享、交换敏感信息时保持信息的机密性。
本文将为您提供一份保密协议(NDA)的中英文范本。
Confidentiality Agreement (NDA)This Confidentiality Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date") by and between:________________________________________________ [Name of Party Disclosing Confidential Information], a company organized and existing under the laws of [Jurisdiction] and having its principal place of business at [Address] (the "Disclosing Party"), and________________________________________________ [Name of Party Receiving Confidential Information], a company organized and existing under the laws of [Jurisdiction] and having its principal place of business at [Address] (the "Receiving Party").The Disclosing Party and the Receiving Party shall collectively be referred to as the "Parties".WHEREAS, the Parties desire to explore a businessopportunity/project/event [Description of Opportunity/Project/Event] (the "Purpose of Disclosure") which may require the exchange and disclosure of certain confidential information;NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:1. Definition of Confidential InformationThe term "Confidential Information" as used in this Agreement shall mean any and all information, in whatever form, tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, including but not limited to:1.1 Trade secrets, designs, ideas, concepts, know-how, techniques, processes, formulas, inventions, patents, copyrights, trademarks, and any other intellectual property;1.2 Financial, commercial, technical or marketing information relating to the Disclosing Party's business operations;1.3 Information regarding the Disclosing Party's customers, suppliers, contractors, and other related third parties;1.4 Any other information identified by the Disclosing Party as confidential at the time of disclosure, or which, under the circumstances of disclosure, would be understood by a reasonable person to be confidential.2. Obligations of the Receiving Party2.1 The Receiving Party shall hold the Confidential Information in strict confidence, using the same degree of care and security measures as it uses toprotect its own confidential information of a similar nature, but not less than a reasonable standard of care.2.2 The Receiving Party shall not disclose the Confidential Information to any third party, except as expressly permitted in writing by the Disclosing Party.2.3 The Receiving Party shall use the Confidential Information solely for the Purpose of Disclosure and shall not use it for any other purpose without the prior written consent of the Disclosing Party.3. Exceptions to ConfidentialityThe obligations of confidentiality set forth in this Agreement shall not apply to any Confidential Information that:3.1 Was known to the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by written records;3.2 Is or becomes part of the public domain through no fault of the Receiving Party;3.3 Is disclosed to the Receiving Party by a third party without any obligation of confidentiality;3.4 Is independently developed by the Receiving Party without reference to or use of the Confidential Information;3.5 Is required to be disclosed by a court, administrative agency, or regulatory body, provided that the Receiving Party provides prompt notice to the Disclosing Party before making such disclosure.4. Return or Destruction of Confidential Information4.1 Upon the written request of the Disclosing Party, or upon the termination of this Agreement, whichever occurs earlier, the Receiving Party shall promptly return or destroy all copies of the Confidential Information, including any notes, summaries, or analyses derived therefrom.4.2 Notwithstanding the above, the Receiving Party may retain copies of the Confidential Information solely for its legal and archival purposes.5. Term and TerminationThis Agreement shall commence on the Effective Date and shall remain in effect until [Duration], unless terminated earlier by either Party upon [Notice Period]. The obligations of confidentiality set forth herein shall survive the termination of this Agreement.6. Governing Law and Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be resolved through amicable negotiations. In the event that the Parties are unable to resolve such dispute amicably within [Time Period], either Party may refer the dispute to mediation or arbitration in accordance with the laws of [Jurisdiction].7. Entire AgreementThis Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.IN WITNESS WHEREOF, the Parties hereto have caused this Confidentiality Agreement to be executed by their duly authorized representatives as of the Effective Date.[Name of Disclosing Party]______________________________[Title][Date][Name of Receiving Party]______________________________[Title][Date]。
完整版保密协议NDA中英文
完整版保密协议NDA中英文保密协议 NDA(Non-Disclosure Agreement)完整版(中英文)本协议(以下简称"本协议")由下列各方(以下统称为"各方")于日期(以下简称"本协议生效日")签署:甲方:[甲方名称]地址:[甲方地址]联系人:[甲方联系人]电话:[甲方电话]电子邮件:[甲方电子邮件]乙方:[乙方名称]地址:[乙方地址]联系人:[乙方联系人]电话:[乙方电话]电子邮件:[乙方电子邮件]考虑到:1.在这份协议下,甲方可能会向乙方透露保密信息(以下统称为"信息");2.本协议是为了确保双方就任何披露及接收信息的程序、保密义务和责任作出清晰规定;3.双方同意遵守并履行本协议。
根据上述条件,各方达成以下协议:第一条:定义1.1 "保密信息"指甲方的商业、技术、客户、方法和策略等方面的机密信息,包括但不限于口头、书面、电子或任何其他形式的信息,同时上述信息已被标明为保密或根据实际情况应该被当做保密信息对待。
1.2 "接受方"指乙方以口头、书面或电子方式接收保密信息的一方。
1.3 "披露方"指甲方以口头、书面或电子方式披露保密信息的一方。
第二条:保密义务2.1 乙方同意保密并对保密信息负有保密义务,并承诺采取适当的措施确保保密信息不被未经授权的第三方泄露或使用。
2.2 乙方仅限于在履行本协议规定的目的范围内使用保密信息,并且不得将保密信息用于与本协议目的无关的任何目的。
2.3 乙方承诺对其拥有的保密信息保密,且不得向未经甲方事先书面同意的任何第三方披露。
2.4 对于接收到的保密信息,乙方应采取合理的安全措施保护该信息的机密性。
第三条:保密信息的限制3.1 下列情况不适用于保密信息的范围:(a)已为公众所熟知的信息;(b)接收方通过合法途径从第三方处获得的信息,且该第三方对该信息无保密义务;(c)接收方在接收保密信息之前已经独立开发的信息,且无法通过保密信息的内容证明否;(d)接收方在不违反本协议约定的情况下,根据法律、法规、监管机构的要求或法院的命令进行信息披露。
保密协议英文版
Confidentiality Agreement (EnglishVersion)1. Purpose of the AgreementThe purpose of this Confidentiality Agreement(hereinafter referred to as "Agreement") is to ensure thatthe information shared between the Disclosing Party and the Receiving Party remains confidential and is not disclosed to any third party without prior written consent.2. Definition of Confidential Information"Confidential Information" refers to any and all information, whether in oral, written, electronic or other form, disclosed the Disclosing Party to the Receiving Party. This includes, but is not limited to, technical data, knowhow, trade secrets, business plans, customer lists, and any other proprietary information.3. Obligations of the Receiving PartyThe Receiving Party agrees to:Maintain the confidentiality of the Confidential Information and not disclose it to any third party withoutthe prior written consent of the Disclosing Party.Use the Confidential Information solely for the purpose specified in this Agreement.Take all reasonable measures to protect the Confidential Information from unauthorized access, use, copying, or disclosure.4. ExclusionsThe obligations of confidentiality set forth in this Agreement shall not apply to:Information that is independently developed the Receiving Party without access to the Confidential Information.Information that is received from a third party without any obligation of confidentiality.5. Term of the AgreementThis Agreement shall remain in effect for a period of [Specify the duration] from the date of signing. However, the obligations regarding Confidential Information shall survive the termination of this Agreement for a period of [Specify the duration].6. Return of Confidential InformationUpon the termination of this Agreement or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof in its possession.7. Governing LawThis Agreement shall be governed and construed in accordance with the laws of [Specify the jurisdiction].By signing this Agreement, both parties acknowledge that they have read, understood, and agreed to be bound its terms and conditions.8. NonTransferable RightsThe Receiving Party shall not transfer or assign its rights or obligations under this Agreement to any third party without the prior written consent of the Disclosing Party. Any attempt to do so shall be null and void.9. IndemnificationThe Receiving Party agrees to indemnify and hold harmless the Disclosing Party against any and all losses, damages, liabilities, or expenses (including reasonable attorney's fees) incurred as a result of the Receiving Party's breach of this Agreement.10. Dispute ResolutionIn the event of a dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved within a reasonable period, it shall be submitted to binding arbitration in accordance with the rules of the [Specify arbitration association], and thedecision of the arbitrator(s) shall be final and binding upon both parties.11. Entire AgreementThis Agreement constitutes the entire agreement betweenthe parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.12. AmendmentsThis Agreement may be amended or modified only a written instrument executed both parties.13. Severability14. NoticesFor the Disclosing Party:[Company Name][Address][City, State, Zip Code][Attention: Person's Name]For the Receiving Party:[Company Name][Address][City, State, Zip Code][Attention: Person's Name]IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the date first written above.Disclosing Party: __________________________By: _____________________________________Name:Title:Date:Receiving Party: ___________________________By: _____________________________________Name:Title:Date:15. No License GrantedThis Agreement does not grant the Receiving Party any right, , or interest in or to the Confidential Information. The Disclosing Party retains all rights, , and interest in and to all Confidential Information disclosed under this Agreement.16. No WaiverThe failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision.17. SurvivalThe provisions of this Agreement that their nature survive termination or expiration of this Agreement,including but not limited to confidentiality obligations,indemnification, and dispute resolution, shall survive such termination or expiration.18. No ThirdParty BeneficiariesThis Agreement is intended for the benefit of the parties hereto and their respective successors and assigns, and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or reason of this Agreement.19. Export Control20. Force Majeure21. HeadingsThe headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.22. Execution in CounterpartsThis Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.By signing below, the parties acknowledge that they have read, understood, and agreed to be bound the terms and conditions of this Confidentiality Agreement.Disclosing Party: __________________________Printed Name: _____________________________Title: _____________________________________Date: _____________________________________ Receiving Party: ___________________________ Printed Name: _____________________________ Title: _____________________________________ Date: _____________________________________ Witness: ___________________________________ Printed Name: _____________________________ Date: _____________________________________。
保密协议中英文范本
保密协议中英文范本Confidentiality Agreement / 保密协议1. Purpose / 目的This Confidentiality Agreement (the "Agreement") is entered into by and between the undersigned parties (the "Parties") to protect the confidential and proprietary information (the "Information") shared between them. The Agreement sets forth the conditions and obligations imposed on the Parties in relation to the handling and protection of the Information.2. Definitions / 定义a. "Disclosing Party" refers to the party who discloses the Information.b. "Receiving Party" refers to the party who receives the Information.c. "Confidential Information" refers to any non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, including but not limited to trade secrets, customer data, financial information, marketing strategies, and any other sensitive information.d. "Effective Date" refers to the date on which both Parties sign this Agreement.3. Obligations /义务a. The Receiving Party shall hold the Confidential Information in strict confidence and not disclose, publish, or otherwise reveal any part of it to any third party without the prior written consent of the Disclosing Party.b. The Receiving Party shall take all necessary measures to prevent unauthorized access, disclosure, or use of the Confidential Information. This includes implementing security protocols, restricting access to authorized personnel only, and using reasonable efforts to protect the Information from theft, loss, or damage.c. The Receiving Party shall only use the Confidential Information for the purposes specified by the Disclosing Party and shall not use it for any other purpose without obtaining written consent.d. The Receiving Party shall promptly notify the Disclosing Party in writing if it becomes aware of any unauthorized disclosure or use of the Confidential Information.4. Term and Termination / 期限与终止a. This Agreement shall come into effect on the Effective Date and shall remain in effect for a period of [X] years from the Effective Date, unless otherwise terminated.b. Either Party may terminate this Agreement by providing written notice to the other Party in the event of a material breach of any provision of this Agreement.c. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party, as requested by the Disclosing Party.5. Governing Law and Jurisdiction / 适用法律与管辖权This Agreement shall be governed and construed in accordance with the laws of [jurisdiction]. Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in [jurisdiction].6. Miscellaneous / 其他条款a. This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or agreement, whether written or oral, relating to the subject matter herein.b. No modification or amendment of this Agreement shall be valid unless in writing and signed by both Parties.c. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.d. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.7. Confidentiality Agreement in Chinese / 保密协议中文范本保密协议1.目的本保密协议(以下称“协议”)由双方签署,旨在保护双方之间共享的机密和专有信息(以下称“信息”)。
保密协议范本(中英文)7篇
保密协议范本(中英文)7篇篇1保密协议本协议旨在明确双方或多方在特定合作项目中有关保密信息的保护义务和责任。
以下条款中,甲方和乙方将分别代表合作项目的参与方。
一、定义1. “保密信息”指任何与合作项目相关的、未公开的信息,包括但不限于技术资料、商业计划、财务数据、客户信息等。
二、保密义务1. 甲方和乙方应确保所有保密信息不被泄露给任何第三方,包括但不限于员工、客户、供应商等。
2. 甲方和乙方应妥善保管所有保密信息,并采取必要的技术和管理措施以防止信息泄露。
3. 甲方和乙方应确保所有保密信息不被滥用或以任何形式损害第三方的利益。
三、例外情况1. 甲方和乙方可以书面同意将保密信息披露给特定的第三方,但仅限于与合作项目直接相关的必要范围。
2. 在以下情况下,甲方和乙方可以披露保密信息:- 法律法规要求披露;- 公序良俗要求披露;- 法院或仲裁机构要求披露;- 甲方和乙方事先书面同意的其他情况。
四、法律适用和管辖1. 本协议适用中华人民共和国法律。
2. 因本协议引起的争议,双方应首先通过友好协商解决;协商不成的,任何一方均可向甲方所在地有管辖权的人民法院提起诉讼。
五、其他条款1. 本协议自双方签字或盖章之日起生效,有效期为合作项目完成之日起五年。
2. 本协议一式两份,甲、乙双方各执一份。
本协议以中文和英文两种文字签订,具有同等法律效力。
如中英文版本有任何不一致,以中文版本为准。
3. 未尽事宜,双方可另行签订补充协议,补充协议与本协议具有同等法律效力。
甲方(签字/盖章):_________日期:_________乙方(签字/盖章):_________日期:_________---------------------------------------------------------------------------CONFIDENTIALITY AGREEMENT (TEMPLATE IN CHINESE AND ENGLISH)CONFIDENTIALITY AGREEMENTThis Agreement is made to clarify the obligations and responsibilities of the parties or multiple parties involved in a specific cooperative project with respect to the protection of confidential information. Hereinafter, Party A and Party B shall represent the participants of the cooperative project, respectively.I. DEFINITIONS1. “Confidential Information” refers to any unpublicized information related to the cooperative project, including but not limited to technical materials, business plans, financial data, customer information, etc.II. CONFIDENTIALITY OBLIGATIONS1. Party A and Party B shall ensure that all confidential information is not disclosed to any third party, including but not limited to employees, customers, suppliers, etc.2. Party A and Party B shall properly keep all confidential information and take necessary technical and management measures to prevent information leakage.3. Party A and Party B shall ensure that all confidential information is not abused or used in any way that could harm the interests of a third party.IV. APPLICABLE LAW AND JURISDICTION 1. This Agreement is governed by the laws of the People’s Republic of China. 2. Any disputes arising from this Agreement shall be settled first through friendly negotiation between the parties; if negotiation fails, either party may institute proceedings in the people’s court having jurisdiction at the location of Party A’s domicile.Party A (Signature/Seal):_________ Date:_________ Party B (Signature/Seal):_________ Date:_________篇2保密协议本协议于2024年6月9日签订,协议双方为:甲方:[公司名称]乙方:[公司名称]鉴于:1. 甲方和乙方(以下简称“双方”)正在进行一项涉及商业、技术、财务和其他敏感信息的项目合作。
英文保密协议模板 Confidentiality Agt
英文保密协议模板 Confidentiality Agt一、协议的背景和目的在当今全球化的商业环境中,信息的交流和共享变得日益频繁和重要。
然而,有些信息具有极高的商业价值和敏感性,需要得到妥善的保护。
这就是为什么保密协议(Confidentiality Agreement)变得至关重要的原因。
本保密协议旨在明确双方在信息交流过程中的权利和义务,确保一方(披露方)向另一方(接收方)披露的机密信息不被未经授权的使用、披露或传播。
二、定义和解释在本协议中,以下术语具有以下特定含义:“机密信息”指披露方以书面、口头、电子或其他形式向接收方提供的,被披露方指定为机密的任何信息,包括但不限于商业秘密、技术数据、工艺流程、客户名单、财务信息、营销策略等。
“披露方”指提供机密信息的一方。
“接收方”指接收机密信息的一方。
三、保密义务接收方同意:1、对机密信息严格保密,仅将其用于与双方约定的目的。
2、采取合理的安全措施来保护机密信息,其保护程度不低于对自己的类似机密信息所采取的保护措施。
3、不向任何第三方披露机密信息,除非获得披露方的事先书面同意。
4、仅在必要的范围内向其员工、代理人或顾问披露机密信息,并确保这些人员也承担同样的保密义务。
四、使用限制接收方不得将机密信息用于以下目的:1、直接或间接为自己或任何第三方的利益,开发、生产、销售与披露方的产品或服务相竞争的产品或服务。
2、以任何方式损害披露方的利益或声誉。
五、保密期限本协议规定的保密义务自接收方收到机密信息之日起开始生效,直至以下日期中较晚者:1、披露方书面通知接收方解除保密义务之日。
2、自接收方收到机密信息之日起满_____年。
六、返还或销毁在保密期限届满或双方协商一致解除本协议时,接收方应立即返还或根据披露方的要求销毁其所持有的所有机密信息,包括但不限于书面文件、电子文件、复印件等,并提供书面证明。
七、知识产权双方确认,机密信息中所包含的任何知识产权均归披露方所有。
保密协议英文合同范本
保密协议英文合同范本保密协议(Confidentiality Agreement)甲方(披露方):名称:____________________地址:____________________联系人:__________________乙方(接收方):名称:____________________地址:____________________联系人:__________________鉴于:1. 甲方拥有或可能拥有某些保密信息,该等信息对甲方具有重要意义;2. 乙方希望获得该等保密信息以便进行特定目的的评估或合作;3. 甲方同意向乙方披露该等保密信息,但前提是乙方必须承担保密义务。
基于上述前提,双方同意如下:1. 定义“保密信息”指任何形式的信息,包括但不限于技术数据、商业信息、营销计划、客户名单、财务数据、员工信息等,无论是否已以书面形式记录,且不论其是否已明确标记为保密。
2. 保密义务a. 乙方同意对甲方披露的任何保密信息予以严格保密,并仅用于本协议项下的特定目的。
b. 乙方不得向任何第三方披露或允许任何第三方访问保密信息,除非事先获得甲方的书面同意。
c. 乙方应采取一切合理措施保护保密信息的保密性,至少与保护自身类似信息相同的注意程度。
3. 保密信息的返还a. 本协议终止或完成后,乙方应立即返还或销毁所有包含保密信息的文件、资料或介质。
b. 如果乙方因法律要求必须披露保密信息,乙方应立即通知甲方,并尽可能提供甲方有机会寻求保护措施。
4. 期限本协议自签署之日起生效,除非双方另有书面协议,否则本协议的保密义务应持续_______年。
5. 法律与司法管辖本协议受_______国法律管辖,任何因本协议引起的或与之相关的争议应提交_______国法院解决。
6. 一般条款a. 本协议构成双方之间关于保密信息的全部协议,取代所有先前的口头或书面协议。
b. 本协议的任何修改或补充必须以书面形式作出,并由双方授权代表签署。
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Mutual Non-Disclosure AgreementBetweenHUAWEI TECHNOLOGIES CO., LTD.AndLexmarkAgreement No:Mutual Non-Disclosure AgreementEffective Date:This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into between the two parties hereunder:Huawei Technologies Co., Ltd., a company incorporated under the laws of P.R.China, with its business office at Huawei Industrial Base, Long Gang district, Shenzhen 518129 P. R. China.Lexmark China Address: Unit 604,a company incorporated under the laws of with its business office atNo.227 North Huangpi Rd , Central Plaza, Shanghai China, 200003.A party disclosing confidential information and a party receiving confidential information are hereafter referred to as "Discloser" and "Recipient" respectively, both of them are referred to as "parties" collectively.In consideration of the mutual promises and covenants contained in this Agreement and the disclosure of Confidential Information, the Parties hereto agree as follows:1. Definition of Confidential Information1.1. Confidential Information: means information including, without limitation, all nonpublic informationrelating to business plans or practices, financial or technical matters, trade secrets, designs, know-how, inventions, operations, the marketing or promotion of product, business and information received from others that Discloser is obligated to treat as confidential and any other information received or acquired by Recipient from the Discloser in the course of exploring the possible business relationship, in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked asconfidential or its equivalent.1.2. The Confidential Information shall be disclosed in written form and marked "CONFIDENTIAL", with thename of the Discloser and the date of disclosure. If the Confidential Information is initially disclosed orally, it shall be reduced to written form by the Discloser (including the date of the oral disclosure and name of the Discloser) and presented or mailed to the Recipient within fifteen (15) days of the first oral disclosure.2. Exclusion of Confidential InformationConfidential Information shall not include any information, however designated, that:2.1. Is or subsequently becomes publicly available through no wrongful act of the Recipient;2.2. Is already known to the Recipient at the time of disclosure, without a duty of confidentiality;2.3. Is rightfully received by the Recipient from a third party without restriction on disclosure and withoutbreach of this Agreement;2.4. Is independently developed by Recipient and without the use of any of the Confidential Information;2.5. Is explicitly approved for release by written authorization of Discloser.3. Limitation to useRecipient agrees to accept Discloser's Confidential Information solely for use in connection with Recipient's business discussions with Discloser. Recipient should:3.1. Refrain from reverse engineering, decompiling or disassembling Confidential Information.3.2. Not disclose, publish, distribute or disseminate Confidential Information to anyone other than those of itsemployees with a need to know in pursuance of Recipient's business relationship with Discloser.3.3. Agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect itsown confidential and proprietary information of similar importance, to prevent the unauthorized use,disclosure, publication and dissemination of Confidential Information.3.4. Agrees not to use Confidential Information otherwise for its own or any third party's benefit without theprior written approval of an authorized representative of Discloser.3.5. Upon the first request of Discloser, Recipient shall return all originals, copies, reproductions and summariesof all Confidential Information which were, at any time, in the possession of and all materials (in anymedium) which contain or embody Confidential Information.4. Mandatory Disclosure ExemptionRecipient may disclose Confidential Information in accordance with a judicial or other governmental order, provided that Recipient either:4.1. Gives the undersigned Discloser representative reasonable notice prior to such disclosure to allow Discloserhaving a reasonable opportunity to seek a protective order or equivalent;4.2. Obtains written assurance from the applicable judicial or governmental entity that it will afford theConfidential Information the highest level of protection under applicable law or regulation.5. Non-publish the cooperationBoth parties acknowledge that the cooperation is high Confidential Information. In no event shall either party disclose partly or wholly any information related to the cooperation to public or any third party. Without the other party’s prior written consent, neither party shall identify the other party as a customer or partner in any publications or statements.6. Obligation to Maintain ConfidentialityConfidential Information defined in this Agreement shall be kept as Confidential Information till to the time, when the Confidential Information has already needn’t to be kept as Confidential Information according to theClause 2 “Exclusion of Confidential Information”, and not consider the termination or expiration of this Agreement or the cooperation between the parties.7. No Rights GrantedAll Confidential Information is and shall remain the property of Discloser. Nothing in this Agreement shall be construed as granting any expressed or implied rights under any patent, copyright or other intellectual property right of either party, nor shall this Agreement grant either party any express or implied rights in or to the other party's Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship.8. No WarrantyUnless otherwise agreed by Discloser and Recipient, all such Confidential Information is provided "AS IS" without warranty of any kind, and Recipient agrees that neither Discloser nor its suppliers shall be liable for any damages whatsoever arising from or relating to Recipient's use or inability to use such Confidential Information.9. RemediesDiscloser and Recipient both agree that its obligations set forth in this Agreement are necessary and reasonable in order to protect the disclosing party and its business. Both parties expressly agree that due to the unique nature of the Discloser's Confidential Information, monetary damages would be inadequate to compensate the Discloser for any breach by the Recipient of its covenants and agreements set forth in this Agreement. Accordingly, Discloser and Recipient both agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled:9.1. To obtain injunctive relief against the threatened breach of this Agreement or the continuation of any suchbreach by the Recipient, without the necessity of proving actual damages;9.2. To be indemnified by the Recipient from any loss or harm, including, without limitation, attorney's fees,arising out of or in connection with any breach or enforcement of the Recipient's obligations under this Agreement or the unauthorized use or disclosure of the Discloser's Confidential Information.10. Entire Agreement and AmendmentThis Agreement is the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements and representations, whether oral or written, express or implied. No alterations or modifications of this Agreement will be binding upon either Party unless made in writing and signed by an authorized representative of each Party.11. SeveranceIf any term in this Agreement is found by competent judicial authority to be unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does not materially affect the parties' rights under this Agreement.12. WaiverFailure of either Party to insist upon the performance of any term, covenant, or condition in this Agreement, or to exercise any rights under this Agreement, will not be construed as a waiver or relinquishment of the future performance of any such term, covenant, or condition, or the future exercise of any such right, and the obligation of each Party with respect to such future performance will continue in full force and effect.13. Applicable LawThis Agreement shall be governed by and construed in accordance with the laws of the Hong Kong, without reference to its choice of law rules.14. ArbitrationAny dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration proceedings shall be conducted in English.15. AffiliatesExcept as otherwise indicated in this Agreement, Supplier and Recipient are also include their Affiliates. “Affiliate”, shall mean any company or other entity which, directly or indirectly, controls the Party or is controlled by the Party or is under common control with the Party.16. Effectiveness and Counterparts16.1. This Agreement shall come into effective from the effective date as acknowledged above, till it’sterminated according to this Agreement. This Agreement shall restrict all the activities of disclosing or using Confidential Information after of before this Agreement has been signed be the parties. ThisAgreement shall remain in effect until terminated by either party upon thirty (30) days prior written notice to the other party.16.2. This Agreement may be executed in two (2) counterparts, one (1) for each party, which shall be deemed tohave equal effect.Huawei (Seal): HUAWEI TECHNOLOGIES The other party (Seal):Lexmark CO., LTD.Authorized representative’s Authorized representative’s (neatly written):(neatly written):Signature:Signature:Authorized representative’s Title:Authorized representative’s Title:Date:Date:。