保密协议范本(英文版)

CONFIDENTIALITY AGREEMENT

Party A: [•]

And

Party B: [•]

[•] 2012

CONFIDENTIALITY AGREEMENT

THIS 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 its

registered address at [•].

and

(2) [•], a company duly established and existing under the laws of the [•], with its

registered address at [•].

(individually a "Party" and collectively the "Parties").

WHEREAS

A. [•]

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"); and

D. The Parties hereby agree to enter into this Agreement for the purpose of

protecting their respective Trade Secrets against any unauthorized use or disclosure.

NOW, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Definition of Trade Secret

1.1 "Trade Secret" refers to any written documents disclosed to the

Receiving Party and expressly indicated as Trade Secret by the

Disclosing Party, as well as any oral information deemed to be Trade

Secret by the Disclosing Party, as indicated in writing. This includes any

proprietary technical information and business information belonging to

the Disclosing Party which is unknown to the public, of economic benefit

to the Disclosing Party, has a practical application and for which

purpose reasonable protective measures have been adopted by the

Disclosing Party. Trade Secret includes any information relating to the

Disclosing Party or its business that is transmitted from the Disclosing

Party to the Receiving Party (regardless of the type of media on which

such information is stored or recorded, including information that is

provided 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 type

of contract, agreement or letter of intent, personnel files,

administrative documents and information regarding business

associates and suppliers;

1.1.2 any information regarding the Disclosing Party's business

development, including without limitation information relating to

business and marketing development plans or strategies and

design drawings;

1.1.3 any information relating to the Disclosing Party's business

activities, including costs, names of distributors, market

penetration plans, pricing strategies, distribution channels,

sales models, price quotations, client lists and similar types of

information;

1.1.4 any information regarding the financial status of the Disclosing

Party, its assets, shareholders and investments;

1.1.5 any information concerning the Disclosing Party's management

methods and the status of its commercial operations; and

1.1.6 any information relating to "know-how" which, in this

Agreement, refers to any industrial information or techniques

that are used for the manufacture or processing of goods or

materials.

1.1.7 any information concerning techniques and products used

and/or owned by the Disclosing Party, including without

limitation, technical data, trade secrets, proprietary

technologies, research, product plans, ideas or concepts,

products, services, software, inventions, patent applications,

skills, crafts, developments, calculations, formulas, techniques,

designs, sketches, drawings, operation and hardware

configurations.

1.2 Any information that is disclosed orally will only be deemed to be a

Trade Secret if the information is confirmed immediately in writing by

the Disclosing Party to be Trade Secret after such oral disclosure.

1.3 For purposes of this Agreement, the Receiving Party acknowledges and

agrees that a Trade Secret shall be deemed to include any confidential

and business information relating to the production, sales and operation

of the Disclosing Party that is transmitted to the Receiving Party by the

Disclosing Party.

2. Confidentiality Obligations