保密协议要点

1、保密义务条款

The Receiving party agrees that the Confidential Information shall be kept strictly confidential to the same extent as if it were confidential information pertaining to the Receiving Party or with a reasonable degree of care, whichever is greater, and shall not, without the Disclosing Party’s prior written consent, be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, except as provided in Paragraphs 3 and 4 below, nor shall any such Confidential Information be used, in any manner whatsoever, in whole or in part, directly or indirectly, for any purpose other than the Purpose. The Receiving Party agrees not to use in any way detrimental to the Disclosing Party the Confidential Information and not to use the Confidential Information, or take any action based upon the Confidential Information, to interfere in any way with any contractual or other business of the Disclosing Party.

2、保密义务豁免事项

The Receiving Party may disclose the Confidential Information without the Disclosing Party’s prior written consent only to the extent such information:

(a)Is already known to the Receiving Party on a non-confidential basis as of

the date of disclosure hereunder;

(b)Is already in possession of the public or becomes available to the public

other than through the act or omission of the Receiving Party, its Affiliated

Companies or their respective Representatives;

(c)Is required to be disclosed, in whole or in part, under applicable law or by

a governmental order, decree, regulation or rule, or in compliance with

judicial procedures or relevant stock exchange regulations; or

(d)Is acquired independently on a non-confidential basis from a third party

that is not under any obligation of confidentiality and which represents that

it has the right to disseminate such information at the time it is acquired by

the Receiving Party.

Notwithstanding the foregoing, in the circumstances set forth in subsection 3(c) above, the Receiving Party shall (to the extent permitted by law) give prompt written notice to the Disclosing Party prior to making such disclosure and provide details of the proposed form, nature and purpose of such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required and the Receiving Party shall exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information.

3、保密方之必要关联方的之情权