保密协议范本(英文版)
全版保密协议书英文版
全版保密协议书英文版Full Version Confidentiality AgreementThis document serves as a legally binding agreement between parties involved in a confidential relationship. The purpose of this agreement is to protect the confidentiality of information shared between the parties.Definitions1. Confidential Information: Any information disclosed by one party to the other that is deemed confidential and not publicly known.2. Recipient: The party receiving the confidential information.3. Discloser: The party disclosing the confidential information.Obligations1. The Recipient agrees to maintain the confidentiality of any information received from the Discloser.2. The Recipient will not disclose the confidential information to any third parties without the written consent of the Discloser.3. The Recipient will take all necessary precautions to protect the confidential information from unauthorized disclosure.4. The Recipient will only use the confidential information for the purpose intended by the Discloser.Duration1. This agreement will remain in effect indefinitely unless terminated by mutual agreement of both parties.2. Upon termination, the Recipient will return or destroy all confidential information in their possession.Governing LawThis agreement shall be governed by the laws of [Jurisdiction], and any disputes arising from this agreement shall be resolved through arbitration in [Arbitration Location].TerminationEither party may terminate this agreement with written notice to the other party. Upon termination, the obligations of confidentiality will still apply to any information disclosed prior to termination.ConclusionThis Full Version Confidentiality Agreement outlines the responsibilities of both parties to maintain the confidentiality of shared information. By signing this agreement, both parties agree to abide by the terms and conditions set forth herein.Signed on this _____ day of ____________, 20__.____________________________[Recipient's Name]____________________________[Discloser's Name]。
保密协议书英文范本
保密协议书英文范本This Confidentiality Agreement (the "Agreement") is made and entered into as of [Date], by and between [Party A Name], a [Party A Type] located at [Party A Address] ("Discloser"), and [Party B Name], a [Party B Type] located at [Party B Address] ("Recipient").WHEREAS, Discloser possesses certain confidential and proprietary information that Recipient desires to have access to for the purpose of [Purpose of Agreement];WHEREAS, Discloser is willing to provide Recipient with access to such confidential information on the condition that Recipient agrees to maintain the confidentiality of such information and to use it only for the purposes set forth in this Agreement;NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:1. Definition of Confidential Information. "Confidential Information" means all information, whether oral, written, or in electronic form, that is disclosed by Discloser to Recipient, or that Recipient otherwise learns or obtains from Discloser, which is not publicly known and which relates to Discloser's business, products, services, or research anddevelopment. Confidential Information includes, but is not limited to, trade secrets, business plans, customer lists, financial information, marketing strategies, and any other information that Discloser treats as confidential.2. Exclusions. Confidential Information does not include any information that: (a) is or becomes publicly known through no fault of Recipient; (b) was known to Recipient prior to disclosure by Discloser; (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is disclosed to Recipient by a third party who has the right to make such disclosure without an obligation of confidentiality.3. Use and Disclosure Restrictions. Recipient agrees that it will not use any Confidential Information for any purpose other than as expressly permitted by this Agreement. Recipient further agrees that it will not disclose any Confidential Information to any third party without the prior written consent of Discloser, except as required by law or legal process.4. Protection of Confidential Information. Recipient agrees to take all reasonable steps to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information. Recipient agrees to use at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.5. Return of Confidential Information. Upon the request ofDiscloser or upon the termination of this Agreement, Recipient will promptly return to Discloser all Confidential Information and all copies thereof, in whatever form, whether or not the same are then in Recipient's possession.6. Duration of Obligations. The obligations of Recipient under this Agreement shall survive the termination of this Agreement for a period of [Number] years from the date of termination.7. Injunction and Damages. Recipient acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to Discloser for which money damages alone may not be an adequate remedy. Therefore, in addition to any other remedies that may be available, in law, in equity or otherwise, Recipient agrees that Discloser will be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of [Jurisdiction].9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, inducements, or conditions, whether oral or written.10. Modification and Waiver. This Agreement may not be modified, supplemented, qualified, or interpreted except by an instrument in writing signed by both parties. No waiver of any breach of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.。
保密协议范本_英文版
Confidentiality AgreementThis Confidentiality Agreement (hereinafter referred to as "Agreement") is entered into as of [Date], by and between [Company A], a company organized and existing under the laws of [Country/State], with a principal place of business located at [Company A's Address] (hereinafter referred to as "Disclosing Party"), and [Company B], a company organized and existing under the laws of [Country/State], with a principal place of business located at [Company B's Address] (hereinafter referred to as "Receiving Party").WITNESSETH:WHEREAS, the Disclosing Party has developed certain confidential and proprietary information (hereinafter referred to as "Proprietary Information") which is valuable, sensitive, and competitively important;WHEREAS, the Receiving Party desires to receive and have access to certain of the Proprietary Information of the Disclosing Party for the purpose of [insert purpose, such as discussing potential business opportunities];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 hereto agree as follows:1. Definition of Proprietary Information1.1 The term "Proprietary Information" means and includes all information, data, documents, records, specifications, designs, plans, drawings, photographs, formulas, samples, models, computer programs, software, hardware, and any other materials which are made available to the Receiving Party by the Disclosing Party, whether before or after the date of this Agreement, and which are marked or identified in writing by the Disclosing Party at the time of such disclosure as beingconfidential or proprietary.1.2 The term "Proprietary Information" does not include any information which: (a) is or becomes publicly known through no fault of theReceiving Party; (b) was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party who is not under an obligation of confidentiality with respect thereto; or (d) is independently developed by the Receiving Party without use of the Proprietary Information of the Disclosing Party.2. Use and Protection of Proprietary Information2.1 The Receiving Party agrees that it will not use the Proprietary Information for any purpose other than the specific purpose for which it was provided, except with the prior written consent of the Disclosing Party.2.2 The Receiving Party agrees to protect and keep confidential the Proprietary Information, and to hold it in strict confidence, using the same degree of care and precaution as it uses with its own similar information, but in no event less than a reasonable standard of care.3. ExceptionsThe obligations of confidentiality set forth in this Agreement shall not apply to any information which the Receiving Party can demonstrate: (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 rightfully obtained by the Receiving Party from a third party who is not under an obligation of confidentiality with respect thereto; or (d) is independently developed by the Receiving Party without use of the Proprietary Information of the Disclosing Party.4. Duration of AgreementThe Receiving Party's obligations under this Agreement shall continuefor a period of [insert duration, such as three (3) years] from the date of this Agreement, except that the obligations shall continueindefinitely with respect to any Proprietary Information that is stillconsidered confidential or proprietary by the Disclosing Party at the time such period expires.5. Breach of AgreementIf the Receiving Party breaches any of its obligations under this Agreement, the Disclosing Party shall have the right to immediate injunctive relief to prevent such breach and to recover any damages, costs, and attorney's fees incurred by the Disclosing Party in connection with such breach.6. Miscellaneous6.1 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.6.2 This Agreement may not be assigned by either party without the prior written consent of the other party.6.3 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.IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the date first above written.[Signature of Disclosing Party] [Signature of Receiving Party][Name of Disclosing Party] [Name of Receiving Party][Title of Disclosing Party] [Title of Receiving Party][Date] [Date]。
保密协议书英文范本
This Confidentiality Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date"), by and between [Company Name] (the "Disclosing Party"), a company organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Address], and [Recipient's Name or Company Name] (the "Receiving Party"), a company/individual organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Address].WHEREAS, the Disclosing Party and the Receiving Party (collectively, the "Parties") have entered into a business relationship and the Receiving Party may have access to certain confidential information of the Disclosing Party during the course of their relationship;WHEREAS, the Disclosing Party desires to disclose to the Receiving Party certain confidential information and the Receiving Party desires to receive such confidential information;WHEREAS, the Disclosing Party wishes to protect its confidential information from unauthorized use or disclosure;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:1. Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including but not limited to:a) Technical, commercial, financial, operational, or other business information;b) Trade secrets, know-how, or intellectual property;c) Business plans, strategies, or forecasts;d) Customer lists, pricing information, and other similar information;e) Any other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.2. Obligations of the Receiving PartyThe Receiving Party agrees to:a) Maintain the confidentiality of the Confidential Information 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 fulfilling its obligations under this Agreement and not for any other purpose;c) Not make any copies of the Confidential Information or allow any copies to be made by any third party without the prior written consent of the Disclosing Party;d) Promptly return or destroy all Confidential Information upon the termination or expiration of this Agreement or upon the DisclosingParty's written request.3. Exclusions from Confidential InformationThe obligations of confidentiality under this Agreement shall not apply to information which:a) Is or becomes publicly known through no fault of the Receiving Party;b) Is already in the possession of the Receiving Party at the time of disclosure;c) Is independently developed by the Receiving Party without use of or reference to the Confidential Information;d) Is received from a third party without a breach of such third party's obligations of confidentiality;e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and assistance, at the Disclosing Party's reasonable request, in obtaining an order protecting the confidentiality of the information to be disclosed.4. TermThis Agreement shall remain in effect for a period of [Number of Years] from the Effective Date, unless terminated earlier in accordance withthe provisions of this Agreement.5. TerminationEither Party may terminate this Agreement at any time by giving theother Party written notice of termination. Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].7. Entire AgreementThis Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral, of the Parties.IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the Effective Date.[Signature of Disclosing Party Representative][Name of Disclosing Party Representative][Title of Disclosing Party Representative][Signature of Receiving Party Representative][Name of Receiving Party Representative][Title of Receiving Party Representative]。
保密协议中英文范本
保密协议中英文范本保密协议 Confidentiality Agreement本文档涉及附件 Attachment(s): [附件名称]本文所涉及的法律名词及注释 Legal Terminology and Definitions:1.引言 Introduction1.1 背景 Background在此处提供协议签署双方之间的背景信息,包括所涉及的公司或机构的名称、所属行业、目的等。
1.2 目的 Objective明确阐述协议的目的和双方达成协议的意图。
2.定义 Definitions在本章节中提供与协议相关的术语及其解释,确保双方对文件中使用的特定术语有相同的理解。
3.保密信息 Confidential Information3.1 定义 Definition详细定义保密信息,包括但不限于商业计划、客户资料、技术文档、研究报告等。
3.2 保密责任 Confidentiality Obligations详细说明双方对保密信息的保密责任和义务,包括限制使用、披露和复制等。
4.例外情况 Exceptions4.1 公开信息 Publicly Avlable Information定义公开信息及其在本协议中的适用范围。
4.2 法律要求 Legal Requirement在此提及当一方根据法律法规或相关法庭命令要求披露保密信息时的适用规定。
4.3 双方同意之披露 Agreed Disclosures讨论双方可以共同协商同意披露保密信息的情况。
5.期限与终止 Term and Termination5.1 协议期限 Term of Agreement明确协议的起始日期和结束日期。
5.2 终止 Termination提供协议终止的条件和程序,包括违约情况下的救济措施。
6.违约和违约赔偿 Breach and Remedies6.1 违约定义 Definition of Breach明确什么情况下被视为违约,并提供举例说明。
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。
保密协议范本(中英文版)
保密协议范本(中英文版)甲方(Discloser): [甲方全称]乙方(Recipient): [乙方全称]鉴于甲方愿意向乙方披露某些保密信息(Confidential Information),乙方同意按照本协议的规定对此类信息保密。
双方经友好协商,达成如下协议:第一条定义1.1 “保密信息”指甲方披露给乙方的,且在披露时明确标记为保密的,或根据其性质和披露方式应当被理解为保密的所有信息。
第二条保密义务2.1 乙方同意对保密信息保密,不得向任何第三方披露,除非该第三方已与甲方签订了保密协议,且该协议的保密义务不低于本协议的规定。
2.2 乙方仅可将保密信息用于本协议约定的目的,不得用于其他任何目的。
第三条保密信息的使用和披露限制3.1 乙方应采取所有合理的预防措施,防止保密信息的泄露、滥用或未经授权的披露。
3.2 乙方不得复制或记录保密信息,除非为履行本协议所必需。
第四条保密期限4.1 本协议下的保密义务自本协议签订之日起生效,并在保密信息披露之日起十年内持续有效。
第五条保密信息的归还5.1 乙方应在甲方要求时,或在本协议终止时,归还所有保密信息及其副本。
第六条违约责任6.1 如乙方违反本协议的任何条款,乙方应赔偿甲方因此遭受的所有损失。
第七条法律适用与争议解决7.1 本协议的解释、适用及争议解决均适用[适用法律]。
7.2 因本协议引起的任何争议,双方应首先通过友好协商解决;协商不成时,任何一方均可向甲方所在地的有管辖权的人民法院提起诉讼。
第八条其他8.1 本协议自双方签字盖章之日起生效。
8.2 本协议一式两份,甲乙双方各执一份,具有同等法律效力。
甲方(盖章):________________授权代表签字:____________日期:____年__月__日乙方(盖章):________________授权代表签字:____________日期:____年__月__日Confidentiality Agreement TemplateParty A (Discloser): [Full Name of Party A]Party B (Recipient): [Full Name of Party B]WHEREAS, Party A is willing to disclose certain confidential information to Party B, and Party B agrees to keep such information confidential in accordance with the terms of this Agreement. The parties, in consideration of the mutual promises contained herein, agree as follows:Article 1 Definitions1.1 "Confidential Information" means all information disclosed by Party A to Party B which is marked as confidential at the time of disclosure, or which, by its nature and the circumstances of its disclosure, should beunderstood to be confidential.Article 2 Confidentiality Obligations2.1 Party B agrees to keep the Confidential Information confidential and not to disclose it to any third party unless such third party has entered into a confidentiality agreement with Party A, and such agreement contains confidentiality obligations no less stringent than those contained in this Agreement.2.2 Party B shall use the Confidential Information solely for the purposes set forth in this Agreement and for no other purpose.Article 3 Limitations on Use and Disclosure of Confidential Information3.1 Party B shall take all reasonable precautions to prevent the disclosure, misuse, or unauthorized disclosure of the Confidential Information.3.2 Party B shall not copy or record the Confidential Information unless necessary for the performance of this Agreement.Article 4 Duration of Confidentiality4.1 The confidentiality obligations under this Agreementshall be effective from the date of execution of this Agreement and shall continue for a period of ten years fromthe date of disclosure of the Confidential Information.Article 5 Return of Confidential Information5.1 Party B shall return all Confidential Information and copies thereof to Party A upon request or upon termination of this Agreement.Article 6 Liability for Breach6.1 In the event of any breach of any provision of this Agreement by Party B, Party B shall indemnify and hold Party A harmless from any and all losses, costs, and damages incurred as a result.Article 7 Governing Law and Dispute Resolution7.1 This Agreement shall be governed by and construed in accordance with the laws of [Applicable Law].7.2 Any dispute arising out of or in connection with this Agreement shall be settled amicably through negotiation. If no settlement is reached, either party may submit the dispute to the court with jurisdiction over Party A's location.Article 8 Miscellaneous8.1 This Agreement shall become effective upon the date of signature and seal by both parties.8.2 This Agreement is executed in two counterparts, each of which。
英文版保密协议
This Confidentiality Agreement (the "Agreement") is made effective as of [Date], by and between [Company Name] ("Disclosing Party") and [Recipient Name] ("Recipient").WHEREAS, the Disclosing Party is engaged in the business of [business description] and has developed certain proprietary information,including but not limited to [list of proprietary information], which is of great value and importance to the Disclosing Party ("Confidential Information").WHEREAS, the Recipient desires to have access to the Confidential Information for the purpose of [purpose of accessing confidential information], and the Disclosing Party is willing to disclose the Confidential Information to the Recipient on the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:1. Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean all non-public information, including but not limited to:a) Technical, commercial, financial, and operational information;b) Proprietary formulas, processes, designs, and know-how;c) Business plans, strategies, and forecasts;d) Customer lists, sales data, and pricing information;e) Any other information that is identified as confidential by either party or that is reasonably understood to be confidential by the receiving party.Confidential Information shall not include information that:a) Is or becomes publicly known through no fault of the receiving party;b) Is already in the possession of the receiving party at the time of disclosure;c) Is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality;d) Is independently developed by the receiving party without use of or reference to the Confidential Information.2. Obligations of the Partiesa) The Recipient agrees to hold the Confidential Information in strict confidence and not to disclose, use, or permit the use of the Confidential Information for any purpose other than as agreed upon by the parties in writing.b) The Recipient agrees to take all reasonable measures to protect the confidentiality of the Confidential Information, including but not limited to:i) Restricting access to the Confidential Information to those employees and agents who have a need to know and who are bound by confidentiality obligations;ii) Maintaining the Confidential Information in a secure location;iii) Using the Confidential Information only for the purpose of [purpose of accessing confidential information].c) The Recipient agrees not to copy, modify, or distribute the Confidential Information without the prior written consent of the Disclosing Party.3. Term and TerminationThis Agreement shall remain in effect for a period of [duration], unless terminated earlier in accordance with its terms. Upon termination ofthis Agreement, the Recipient shall promptly return all copies of the Confidential Information to the Disclosing Party or certify the destruction of the Confidential Information.4. Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connectionwith this Agreement shall be resolved by arbitration in [Jurisdiction]in accordance with the rules of the [Arbitration Institution].5. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the date first above written.[Company Name]By: ___________________________Name: ___________________________Title: ___________________________[Recipient Name]By: ___________________________Name: ___________________________Title: ___________________________。
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。
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”)鉴于双方共同合作,员工在公司工作期间可能会接触到公司的商业秘密和其他重要信息,为了明确保密义务,保护公司合法权益,双方根据诚实信用原则,经友好协商,达成以下保密协议:一、保密信息的定义本协议所称保密信息包括但不限于以下内容:公司的商业计划、客户信息、技术信息、产品数据、市场策略、财务数据、内部管理制度等。
这些信息包括但不限于书面形式、口头形式或其他形式的所有信息载体。
员工承认这些信息均属于公司的独有财产,应受到法律保护。
二、保密责任和义务1. 员工承诺不向任何第三方透露任何保密信息,并确保这些信息不被不当使用。
2. 员工应妥善保管所有包含保密信息的文件、资料和其他载体,防止丢失或泄露。
3. 在职期间及离职后,员工不得擅自使用或利用保密信息谋取个人或第三方利益。
4. 若员工发现保密信息泄露或可能泄露的情况,应立即向公司报告并采取有效措施防止信息进一步泄露。
三、保密期限本协议的保密期限为员工在公司工作期间及离职后______年。
在保密期限内,员工需继续履行保密义务。
四、免责条款因国家安全、国防建设及其他国家重大公共利益需要披露保密信息的,员工无须承担保密责任。
此外,员工履行法院判决或国家有权机关执行公务需要披露的,也属免责情形。
但员工应事先通知公司,并采取必要措施尽可能减少信息泄露的风险。
五、违约责任和救济措施若员工违反本协议约定的保密义务,公司有权采取以下措施:1. 解除与员工的劳动合同或其他协议;2. 追究员工的法律责任,要求赔偿因违约造成的全部损失;3. 采取其他必要的措施保护公司的合法权益。
六、法律适用和争议解决本协议适用中华人民共和国法律。
因本协议引起的争议,双方应首先友好协商解决;协商不成的,任何一方均有权向有管辖权的人民法院提起诉讼。
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]。
中英文涉外公司保密协议范本3篇
中英文涉外公司保密协议范本3篇篇1保密协议本协议于XXXX年XX月XX日由以下两方签订:甲方:[公司名称](以下简称“公司”)乙方:[员工姓名](以下简称“员工”)鉴于甲乙双方为了共同的事业发展需要,乙方需参与公司相关的业务活动,接触并了解公司的商业秘密及其他重要信息,为明确双方的保密责任与义务,特达成以下协议:一、保密信息内容1. 公司所有内部文件、资料、商业计划、客户资料、技术信息、商业秘密等均为保密信息。
包括但不限于以下几个方面:(具体条款详细列出,可根据实际需要添加细分条目)a. 未对外公开的财务、会计及运营数据。
b. 尚未公开的市场开发计划与技术革新内容。
c. 产品研发信息、配方及工艺流程。
d. 供应链信息、采购策略及供应商资料。
e. 关于客户的信息及其交易数据。
f. 其他涉及公司竞争优势或利益的信息。
二、保密责任与义务双方应严格遵守以下保密责任:1. 乙方在工作期间及离职后均不得泄露公司的保密信息。
2. 乙方不得将保密信息用于个人用途或透露给第三方。
3. 若乙方发现保密信息泄露或可能泄露的情况,应立即向公司报告并采取必要的措施防止损失扩大。
4. 乙方在任职期间不得擅自使用或利用公司的保密信息为自己或第三方谋取利益。
5. 乙方在离职时应归还所有公司资料,并确认不存在复制或留存行为。
三、法律适用与争议解决本协议适用中华人民共和国法律。
因本协议产生的任何争议,双方应首先协商解决;协商不成的,任何一方均有权向合同签订地的人民法院提起诉讼。
四、其他条款(具体条款详细列出)篇2保密协议本协议于XXXX年XX月XX日由以下两方签订:甲方:[公司名称](以下简称“公司”)乙方:[员工姓名](以下简称“雇员”)鉴于双方在业务合作过程中会接触到公司的重要商业秘密及信息,为确保双方的权益不受侵犯,达成以下保密协议:一、保密信息的定义与范围(一)保密信息的定义:指涉及公司的技术信息、商业秘密、经营策略、客户信息、内部文件及其他未公开的商业和公司信息。
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。
- 1、下载文档前请自行甄别文档内容的完整性,平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益,请联系客服反馈,我们会尽快为您处理(人工客服工作时间:9:00-18:30)。
CONFIDENTIALITY AGREEMENTParty A: [•]AndParty B: [•][•] 2012CONFIDENTIALITY AGREEMENTTHIS CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into on this [•] day of [•]2012in [Beijing], People's Republic of China ("PRC")by and between(1) [•], a company duly established and existing under the laws of the [•], with itsregistered address at [•].and(2) [•], a company duly established and existing under the laws of the [•], with itsregistered address at [•].(individually a "Party" and collectively the "Parties").WHEREASA. [•]C. The Parties wish to explore a possible future business opportunity regarding [•]and pursuit of mutually beneficial business interest, during the course of which either Party ("Disclosing Party") has disclosed and/or may disclose Trade Secret (as defined below) to the other Party ("Receiving Party"); andD. The Parties hereby agree to enter into this Agreement for the purpose ofprotecting their respective Trade Secrets against any unauthorized use or disclosure.NOW, THE PARTIES HEREBY AGREE AS FOLLOWS:1. Definition of Trade Secret1.1 "Trade Secret" refers to any written documents disclosed to theReceiving Party and expressly indicated as Trade Secret by theDisclosing Party, as well as any oral information deemed to be TradeSecret by the Disclosing Party, as indicated in writing. This includes anyproprietary technical information and business information belonging tothe Disclosing Party which is unknown to the public, of economic benefitto the Disclosing Party, has a practical application and for whichpurpose reasonable protective measures have been adopted by theDisclosing Party. Trade Secret includes any information relating to theDisclosing Party or its business that is transmitted from the DisclosingParty to the Receiving Party (regardless of the type of media on whichsuch information is stored or recorded, including information that isprovided in written, oral, video or electronic form such as e-mails),including without limitation:1.1.1 the Disclosing Party's files and documents, including any typeof contract, agreement or letter of intent, personnel files,administrative documents and information regarding businessassociates and suppliers;1.1.2 any information regarding the Disclosing Party's businessdevelopment, including without limitation information relating tobusiness and marketing development plans or strategies anddesign drawings;1.1.3 any information relating to the Disclosing Party's businessactivities, including costs, names of distributors, marketpenetration plans, pricing strategies, distribution channels,sales models, price quotations, client lists and similar types ofinformation;1.1.4 any information regarding the financial status of the DisclosingParty, its assets, shareholders and investments;1.1.5 any information concerning the Disclosing Party's managementmethods and the status of its commercial operations; and1.1.6 any information relating to "know-how" which, in thisAgreement, refers to any industrial information or techniquesthat are used for the manufacture or processing of goods ormaterials.1.1.7 any information concerning techniques and products usedand/or owned by the Disclosing Party, including withoutlimitation, technical data, trade secrets, proprietarytechnologies, research, product plans, ideas or concepts,products, services, software, inventions, patent applications,skills, crafts, developments, calculations, formulas, techniques,designs, sketches, drawings, operation and hardwareconfigurations.1.2 Any information that is disclosed orally will only be deemed to be aTrade Secret if the information is confirmed immediately in writing bythe Disclosing Party to be Trade Secret after such oral disclosure.1.3 For purposes of this Agreement, the Receiving Party acknowledges andagrees that a Trade Secret shall be deemed to include any confidentialand business information relating to the production, sales and operationof the Disclosing Party that is transmitted to the Receiving Party by theDisclosing Party.2. Confidentiality Obligations2.1 The Receiving Party has the duty to perform the following obligations inrespect of maintaining the confidentiality of Trade Secrets and use reasonable care not to disclose the Trade Secret to any third party, such care is to be at least commensurate with the care exercised by the Receiving Party with respect to preserving its own Trade Secret, namely:2.1.1 without the Disclosing Party's prior written consent, not todisclose a Trade Secret in any form whatsoever to any thirdparty;2.1.2 not to use a Trade Secret for any purpose, unless such TradeSecret is used by the Receiving Party for the purpose ofperforming a task assigned or entrusted to it by the DisclosingParty. The Receiving Party is not allowed to copy in anymanner information that is deemed to be a Trade Secret unlessit is for the purpose of exploring a possible businessopportunity relating to this agreement;2.1.3 to abide by the confidentiality guidelines formulated by theDisclosing Party when the Receiving Party is required to copyany information comprising a Trade Secret in the course of theperformance of his/her job duties for the purpose of exploring apossible business opportunity relating to this agreement and tostore properly and indicate on all copies of such information itslevel of confidentiality;2.1.4 without the Disclosing Party's prior written consent, not toremove information constituting a Trade Secret from theDisclosing Party's office premises;2.1.5 not to discuss any issues relating to a Trade Secret in a publicplace or by way of any public media (including without limitation,by telephone, e-mail, newspaper publications and the Internet).If the Receiving Party is required to disclose any confidentialinformation by way of such media, then he/she shall promptlyseek the Disclosing Party's prior written approval for the sameand take appropriate measures to maintain the confidentialityof such information, as required by the Disclosing Party;2.1.6 without the Disclosing Party's prior written consent, not to useor allow any third party to use a Trade Secret obtained throughimproper means unless the Receiving Party is unaware of thefact that the information is obtained through improper meansand uses or allows any third party to use such information; Forpurposes of this Agreement, the term "obtained throughimproper means" shall include the acquisition of a Trade Secretby means of theft, fraud, intimidation, bribery, unauthorizedreproduction, violation of confidentiality obligations, enticementof others to violate confidentiality obligations or other similarmeans;2.1.7 to perform the duty of care necessary to prevent third partiesfrom stealing any Trade Secret that is in the Receiving Party'spossession.2.2 If the Receiving Party is uncertain as to the nature and degree ofconfidentiality applicable to any piece of information, the ReceivingParty is obliged to seek written clarification from the Disclosing Party.2.3 During the term of this Agreement, the Receiving Party agrees to useTrade Secret only for the purpose of exploring a possible businessopportunity relating to this agreement.2.4 The Receiving Party is obliged to ensure that any employee, externalstaff, and senior consultant who has access to a Trade Secret as setforth in this agreement performs the confidentiality obligation as definedin this agreement; where the aforesaid person performs any act inbreach of the law or this agreement or discloses a Trade Secret thatcauses any loss to the Disclosing Party, the Receiving Party shall beliable to compensate in full for the loss suffered as a result thereof.3. ExceptionsThe Receiving Party will not be liable for disclosure of any Trade Secret if the Receiving Party can prove that such Trade Secret:3.1 was already known by the Receiving Party prior to receipt from theDisclosing Party;3.2 has entered the public domain other than as a result of its disclosure bythe Receiving Party in violation of this Agreement upon the signing ofthis Agreement or at any time thereafter;3.3 is independently developed by the Receiving Party after the signing ofthis Agreement, provided, however, that the person(s) developing suchinformation have not had access to such information received from theDisclosing Party;3.4 is lawfully obtained from a source other than the Disclosing Party;3.5 is furnished to others by the Disclosing Party without restrictions againstfurther disclosure similar to those herein; or3.6 was approved in writing by the Disclosing Party for disclosure to a thirdparty by the Receiving Party; and3.7 is compelled to disclose under an applicable law or court order, in whichevent the extent of disclosure of such Trade Secret shall be limited bythe Receiving Party to the information or materials required to bedisclosed under the said applicable law or court order. The ReceivingParty agrees to promptly notify the Disclosing Party of the relevant lawor court order prior to disclosing of any such information or materials, inorder that the Receiving Party may consider taking appropriateprotective measures.4. Return of MaterialsAll materials transmitted from the Disclosing Party to the Receiving Party and containing Trade Secret will remain the property of the Disclosing Party and shall, at the request of the Disclosing Party, be returned to the Disclosing Party (including photocopies thereof) or destroyed by the Receiving Party at the Disclosing Party's option and under the supervision of the personnel designated by the Disclosing Party.5. Liability for BreachIf the Receiving Party fails to perform its confidentiality obligations hereunder or fails to do so in the manner as agreed upon, it shall be liable to compensate the Disclosing Party for any direct losses or damages suffered as a result thereof.6. Miscellaneous6.1 Nothing contained in this Agreement will be construed as granting byimplication, estoppel or otherwise, any licenses or rights under anypatents, copyrights or other legally protectable proprietary rights(present or future) of either Party.6.2 This agreement shall take effect upon it being signed and sealed by thelegal or authorized representatives of the Parties; the term forconfidentiality will be five (5) years from the date of its execution.6.3 No amendment or supplement to this Agreement shall be made unlessmutually agreed by the Parties. An amendment or supplement to thisAgreement shall only become effective if it is made in writing andsigned by both Parties.6.4Either Party's performance of its obligations hereunder shall not beaffected by any change in the name or title of its respective legalrepresentatives, successors or assignees after the Agreement takeseffect.6.5 All notices and communications between the Parties shall be made inwriting in the Chinese language and sent by facsimile transmission,delivery in person (including courier service) or registered airmail letterto the appropriate correspondence address set forth below, unlessnotified otherwise in writing:[•] CorporationAddress: [•]Tel: [•]Fax: [•]Attn: [•][•] CorporationAddress: [•]Tel: [•]Fax: [•]Attn: [•]6.6 The time of receipt of a notice or communication as referred to in Article6.5 above shall be deemed to be:6.6.1 that set forth in the transmission journal, in the case of afacsimile transmission, unless such facsimile transmission issent after 5:00 pm on a business day in the place of receipt, inwhich event, the date of receipt shall be deemed to be thefollowing business day in the place of receipt;6.6.2 the time of signing of an acknowledgement receipt by thereceiving Party in the case of delivery in person (includingcourier service); and6.6.3 5 business days from that shown on the official postal receipt inthe case of a registered airmail letter.6.7 The execution, validity, interpretation and implementation of thisAgreement, and the settlement of any disputes hereunder, shall be governed by PRC law. Where PRC law is silent on any particular matter, reference shall be made to general international commercial practice.6.8 The Parties shall attempt in the first instance to resolve all disputesarising out of or in connection with this Agreement through friendly consultations between themselves and/or mediation by a neutral party.If the dispute fails to be resolved in the aforesaid manner within thirty(30) days after the commencement of discussions, the Parties shallagree to submit the dispute to the Beijing Arbitration Commission (“Commission”). The arbitration shall be conducted in the Chinese language and under the Rules of Arbitration of the Commission at the time of filing for an arbitration application. The arbitral award shall be final and binding upon the Parties.6.9 This Agreement is prepared in two (2) sets of originals in English andChinese, each set comprising both language versions. Each Party willretain one (1) set of originals and both language versions shall have thesame legal effect.[•] Corporation[•] CorporationBy: By:Name: Name:Title: Title:Date:CompanySeal:。