保密协议英文5篇保密协议英文 MUTUALNONDISCLOSUREAGREEMENTThisMutualNondisclosureAgreement,effect下面是小编为大家整理的保密协议英文5篇,供大家参考。
2005, is being entered into between
and
[insert correct company name and address](“Company") relative to Confidiential Information supplied to Citect Pty. Ltd"s China operations “Citect")
for the
Contract No: Contract 003 for Software Supply and Services effective October 15, 2003. 1, The Company and ESI each agree not to divulge to third parties, without the prior written consent of the other, any confidential information obtained from or through the other in connection with the performance of this Agreement (the “Confidential Information". including the terms of this Agreement. Confidential Information may include, without limitation, trade secrets, processes, formulae, source code materials, specifications, programs, software packages, test results, technical know-how, methods and procedures of operation, business or marketing plans, customer lists, proposals, and licensed documentation. The Company and ESI hereby confirm that they will not use any confidential Information of the other party, except in furtherance of the purpose(s) set forth hereinabove, and agree that each will also take all reasonable steps to prevent its employees and consultants from using or disclosing any of the other party"s Confidential Information except as required for the performance of their duties hereunder. ESI and the Company will mark all Confidential Information with the word "Confidential" and will instruct their employees to identify as confidential any such information which is not in written form. Any information disclosed orally shall be followed by a written confirmation there of, specifying the date and subject of the disclosure, within
thirty (30) days. 2. Information shall not be considered confidential if it: a. is contained in a printed publication prior to the date of this Agreement; or b. is or becomes publicly known through no wrongful act or failure to act on the part of the receiving party; or C. is rightfully known by the receiving party without any proprietary restrictions at the time of receipt of such information from the disclosing party or becomes rightfully known to the receiving party without proprietary restrictions from a source other than a party to this Agreement; or d. is required by law to be disclosed by the receiving party; provided that the receiving party promptly notifies the other party and takes reasonable steps to limit such disclosure permissible under law; or e. is independently developed by any employee or agent of the receiving party who has not had access to or been informed of the information in question. 3. Information disclosed under this Agreement shall not be deemed to be within the foregoing exceptions merely because such information is embrace more general information in the public domain or in the receiving party"s possession.
In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the receiving party"s possession, but only if the combination itself and its principle of operation are in the public domain or in the receiving party"s possession. 4．Unless
or the Company requests otherwise, each party may destroy the other party"s Confidential Information in its possession after it is no
longer required by the parties in furtherance of the purposes set forth hereinabove. Upon the request of either party, each party will deliver to the other party and erase from the memory its computer and computer storage devices, or render non readable all remaining materials belonging to the other party and any copies or abstracts thereof, whether or not of a confidential nature.
5. Neither the execution of this Agreement nor the furnishing of Confidential Information by either party shall be construed as granting to the receiving party either expressly, by implication, estoppel, or otherwise, any license or right to make any use of any such Confidential Information, except as otherwise provided herein, and the receiving party agrees that neither it nor any of its subsidiaries,
affiliates, officers, directors, employees, agents or representatives will make use thereof without the specific and express written consent of the disclosing party prior to such use. Furthermore, the receiving party agrees that Confidential Information disclosed hereunder is the sole property of the disclosing party and that the receiving party has no proprietary interest therein whatsoever.
6. Except as otherwise agreed in writing by the parties and subject to the confidentiality restrictions contained herein, the parties agree that either party may meet, exchange information, enter into agreements, and conduct business relationships of any kind with third parties to the exclusion of the other party hereto relating to projects which are the same or similar to those described above. Subject to the terms and conditions of this Agreement and except as otherwise agreed to in writin
by the parties, discussion and/or communications between the parties hereto will not impair the right of either party to develop, make, use,
procure, and/or market products or services now or in the future that may be competitive with those offered by the other, nor to develop and provide products to competitors of the other party, nor require either party to disclose any planning or other information to the other. Neither party has made any commitment hereunder to the other regarding the consummation of any proposed business relationship and each party will bear its own costs and expenses in connection with this Agreement whether or not such a relationship is consummated. 7. The parties agree that any and all Confidential Information shall be exported outside the United States only in compliance with all applicable United States export control laws. The receiving party will not directly or indirectly use
or re-export disclosed Confidential Information in any manner contrary to U.S. export laws and regulations, including but not limited to use in nuclear,
chemical/biological warfare and/or missile activities. The receiving party also agrees that it will not, without first procuring a BXA license or License Exception, (a) re-export or release any disclosed Confidential Information to a national of a country in Country code D:1 or E:2; nor (b) export to Country Groups D:1 0r E:2 the direct product of the disclosed Confidential Information, if such foreign produced product is subject to national security controls as identified on the commerce Control List (See General Prohibition Three Sec.736.2(b)(3) of the Export Administration Regulations). The obligations of this section 7 shall survive any expiration or termination of this Agreement. 8. The nondisclosure obligations of both parties under this Agreement shall terminate on the earlier of five (5) years from the date of disclosure or when the information is no longer confidential.
9. This Agreement shall be construed according to the laws of the State of Texas. The state and federal courts in the State of Texas shall have jurisdiction over any suit or proceeding brought in connection with this Agreement. 10. This Agreement sets forth the entire agreement and understanding
between the Parties as to confidentiality and non-disclosure of Confidential Information and supersedes, cancels, and merges all agreements, negotiations, commitments, writings, and discussions between them as to the subject matter prior to the date of this
Agreement. No chance, modification, alteration or addition to any provision hereof shall be binding unless in writing and signed by an authorized representative of both Parties.
[SIGNATURE PAGE FOLLOWS]
PARTY A：
Legal/Authorized Representative:
Name:
PARTY B:
Legal/Authorized Representative:
Name:
Non-Disclosure Agreement
This Non-Disclosure Agreement (this “Agreement”) is made on 10 Jan, 2019.
Between:
(1) SUM Company Limited having registered address at 11/F, The Octagon, No. 6 Sha Tsui Road, Tsuen Wan, N.T. HK (“SUM”) of one part; and
(2) Quantr having registered address at [Address]
15/F Mongkok Commercial Centre , 16 Argyle street Mongkok, KL
.
(“Quantr”) of the other part,
(SUM together with its Affiliates (as defined in Clause 1 below) are hereinafter collectively referred to as the “Disclosing Parties” and each a “Disclosing Party”; and Quantr together with its Affiliates are hereinafter collectively referred to as “Receiving Parties” and each a “Receiving Party”).
Whereas:
This Agreement sets out the terms and conditions upon and subject to which SUM has agreed to supply to Quantr certain Confidential Information (as defined in Clause 1 below). Such Confidential Information shall be used solely for the Permitted Purpose (as defined in Clause 1 below) and not for any other purpose whatsoever.
NOW, THEREFORE, for the sake of keeping security and confidentiality of Confidential Information, the parties hereto agreed as follows:
1.
Interpretation
1.1 In this Agreement, unless the context otherwise requires: “Affiliates” shall mean with respect to any Person, any of such Person’s Connected Person, any other Person directly or indirectly controlling, controlled by or under common Control with such Person (including any subsidiary as defined in the Companies Ordinance, Cap. 622) and, for any Person who is an individual, includes such Person’s Associates.
“Associates” shall have the meaning ascribed to it under Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
“Confidential Information” shall mean all information and data whether technical, commercial, financial, personal or otherwise, including without limitation any information, processes, policies, procedures, methodologies, materials, relating to business affairs, databases, protocols, diagrams, customers, market opportunities, financial statements, financing documents, trade secrets, new products, design rights, know-know, plans, product information, reports, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, data, tables, calculations, algorithms, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing/sales plans, strategies, estimates, dealings, arrangements, objectives, locations, information (scientific, technical or otherwise) and any other matter whatsoever provided directly or indirectly by a
Disclosing Party to a Receiving Party whether in writing, oral, digital, magnetic, photographic, machine readable and/or other forms or media for the Permitted Purpose before, on or after the date of this Agreement, including any such information obtained by any Receiving Party whether directly or indirectly from or pursuant to discussions with any Disclosing Party in connection with the Permitted Purpose.
For the avoidance of doubt, such information shall include, without limitation, all documents and other information including reports, analyses, compilations, studies or other materials or documents whether prepared by any Receiving Party which contain or are based on or are generated from the aforesaid information or data, including the discussions and negotiations relating to the Permitted Purpose and the identity of any Disclosing Party.
“Control” shall mean (i) the power (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) to appoint and/or remove all or such of the members of the board of directors or other governing body of an entity or partnership as are able to cast a majority of the votes capable of being casted by the members of that board or body on all, or substantially all, matters, or otherwise to control or have the power to control the policies and affairs of that Person; and/or (ii) the holding and/or the possession of the beneficial interest in and/or the ability to exercise the voting rights applicable to shares or other securities in any Person which confer in aggregate on the holders thereof more than 50% of the total voting rights exercisable at general meetings of that Person on all (or substantially all) matters, and “Controlled” and “Controlling” shall be construed accordingly.
“Hong Kong” means The Hong Kong Special Administrative Region of the People’s Republic of China.
“Permitted Purpose” means for Disclosing Party to obtain a quotation(s) of Employees’ Compensation insurance, Accident, Death and Disability and Life insurance, Medical Insurance and Group Business Travel Insurance from the Receiving Party.
“Person(s)” means any individual, firm, corporation, joint venture, enterprise, partnership, trust, unincorporated association, limited liability company, governmental authority or other entity of any kind, whether or not having separate legal personality.
1.2 The heading in this Agreement are for convenience only and do not affect the interpretation of the provisions of this Agreement.
1.3 In this Agreement, references to:
(a) Clauses are references to the clauses of this Agreement;
(b) A Disclosing Party includes references to its all directors, officers, employees, advisers, consultants, agents and representatives of such Disclosing Party;
(c) A Receiving Party includes references to its all directors, officers, employees, advisers, consultants, agents and representatives of such Receiving Party;
(d) An Affiliate includes references to its all directors, officers, employees, advisers, consultants, agents and representatives of such Affiliate;
(e) The singular number includes the plural and vice versa; and
(f) Time shall mean Hong Kong time unless otherwise stated.
2.
Marking of Confidential Information
SUM will procure the Disclosing Party to use commercially reasonable efforts, but not an obligation, to mark Confidential Information in a reasonable manner to indicate that it is Confidential Information or otherwise subject to limited distribution. However, any failure to comply with the foregoing shall not relieve the Receiving Party from its obligations hereunder to the extent that it has reason to believe that all such information released by the Disclosing Party is Confidential Information.
3.
Obligations of Confidentiality
3.1 In consideration of a Disclosing Party supplying Confidential Information to any Receiving Party as directed by Quantr and entering into discussions with such Receiving Party for the Permitted Purpose, Quantr acknowledges that all such Confidential Information are strictly private and confidential and are received by such Receiving Party in accordance with the terms hereof, under a strict duty of confidentiality to the Disclosing Party and strictly for the Permitted Purpose.
3.2 Quantr irrevocably undertakes with SUM that: (a)
each Receiving Party to whom disclosure of Confidential Information is made (whether before, upon or after signing of this Agreement) is fully aware of and agree to adhere to the terms of this Agreement as if such Receiving Party were a party to this Agreement and Quantr shall be fully responsible for breach of any terms hereof by such Receiving Party. (b) use its best endeavors to maintain the confidentiality of all Confidential Information and, without prior written consent of the Disclosing Party, the Receiving Party shall not disclose any Confidential Information (the whole or any part of it) to any other Person or its Affiliates. (c) Confidential Information shall be protected with at least the same security measures and degree of care that are applying to such Receiving Party’s own information with confidential nature PROVIDED THAT in no circumstances shall such security measures and degree of care be less than reasonable care. (d) strictly limit access to Confidential Information to its directors, officers, employees, agents, advisers, independent contractors, business partners and associates who shall have the obligation to maintain the confidentiality of such Confidential Information (including but not limited to advising such directors, officers, employees, agents, advisers, independent contractors, business partners and associates of the proprietary nature of Confidential Information and of the obligations set forth herein and entering into confidentiality agreement or likewise to give such effect), on a need-to-know basis in connection with the Permitted Purpose, and strictly for the Permitted Purpose. (e) it shall make request for the disclosure of Confidential Information only to the Disclosing Party(ies) as SUM may advise in writing from time to time and, save with prior written consent of SUM, the Receiving Party shall not approach directly or indirectly any other Affiliates of SUM (including directors, officers, employees, agent and advisers of such Affiliates). (f) Confidential Information shall solely be used for the Permitted Purpose, and the Receiving Party shall not use Confidential Information (the whole or any part of it) to compete with or obtain any unfair commercial advantage over SUM and/or any of its Affiliates in connection with any business carried on by SUM and/or any of its Affiliates. (g) it shall not use, copy, reproduce, disseminate or distribute (or likewise), the whole or any part of Confidential Information (including but not limited to any modified version or any version which is stemmed from such Confidential Information) except solely for the Permitted Purpose. (h) subject to Clause 4 below, the Receiving Party shall not at any time, without prior written consent
of SUM, disclose to or discuss with any other Person or its Affiliates, including but not limited to any
recognized stock exchange, government department or agency or other supervisory or regulatory body:
(i) any information concerning the existence of the Permitted P...
Agreement
This Agreement is executed on
BETWEEN 1.
(Disclosing Party)
2.
(Receiving Party A )
3.
(Receiving Party B)
Background (A)
The Parties to this Agreement
have
agreed to disclose
and share
certain information for the Purpose, and the Receiving Party has agreed to keep that information confidential, on the terms and conditions set out in this Agreement.
1.
Operative provisions 1.1
Definitions In this document: Agreement means this agreement together with any schedules or annexures any amendments made in accordance with this agreement; Confidential Information means all unpatented inventions, ideas, know-how, concepts, trade secrets, processes, techniques, software, products and all other intellectual property, financial and business information and all other commercially valuable information of the
Disclosing Party which the Disclosing Party regards as confidential to it and all copies, notes and records and all related information generated by
the Receiving Party based on or arising out of any such disclosure. Confidential Information excludes, or as the case requires, ceases to include information which is, or becomes: (a)
available to the public at the date of its disclosure to the Receiving Party; (b)
at the date of its disclosure to the Receiving Party, already properly in the possessionof the Receiving Party in written form otherwise than by prior confidential disclosure from the Disclosing Party; (c)
after the date of its disclosure to the Receiving Party, available to the public from sources other than the Receiving Party; (d)
after the date of its disclosure to the Receiving Party, properly available to the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party; (e)
demonstrated by the Receiving Party to be independently developed by an employee or agent of the Receiving Party having no knowledge of such information the subject of the disclosure; or (f)
required to be disclosed by law;
Disclosing Party means the Party which is disclosing information, including Confidential Information; Parties means the parties to this Agreement and their respective successors and permitted assigns, and Party means any one of them; Purpose means the provision of information relating to
xxxxxxxxxxxxxxx to undertake due diligence work for the potential sale of the property and business with the controlling party of the property; Receiving Party means the Party which is receiving information, including Confidential Information; Representative of a party means a partner, director, officer, employee, related corporation (as defined in the Corporations Act 2001 (Cth),
representative (including financial adviser, legal adviser or accountant) or agent of the party.
2.
Disclosure and use of Confidential Information 2.1 In return for the Disclosing Party or any Representative of the Disclosing Party agreeing to disclose or make available any Confidential Information to the Receiving Party, the Receiving Party agrees: (a)
to use all Confidential Information of the Disclosing Party solely for the Purpose; (b)
to keep confidential all Confidential Information of the
Disclosing Party (subject to disclosure permitted under clause 2.2); and (c)
otherwise to comply with the terms of this Agreement. 2.2 The Receiving Party may disclose Confidential Information only to those of his Representatives who: (a) have a need to know (and only to the extent that each has a need to know) for the
Purpose; (b) are aware that the Confidential Information must be kept confidential and are subject to appropriate obligations of confidentiality; and (c) if requested by the Disclosing Party, have agreed in writing to comply with the terms of this document as if the Representative were a party to this document; or if required by law to do so. 2.3 The Receiving Party must, at its own expense: (a)
ensure, at all times, that each Representative to whom Confidential Information has been disclosed under clause 2.2 complies with this document and any agreement contemplated by paragraph 2.2(b) or by
paragraph 2.2(c) (a
Confidentiality Agreement); (b)
notify the Disclosing Party immediately if it becomes aware of a suspected or actual breach of this document or a Confidentiality Agreement; (c)
immediately take all steps reasonably required to prevent or stop
the suspected or actual breach of this document or a Confidentiality Agreement;
(d)
comply with any direction issued by the Disclosing Party and provide any assistance reasonably requested from time to time regarding enforcement of this document or a Confidentiality Agreement; and (e)
assign any Confidentiality Agreement to the Disclosing Party at its
request. 2.4
The Receiving Party must, at all times: (a)
deal only with the Disclosing Party or its appointed agent in relation to negotiation for the Sale of the xxxxxxxxxxxxxxxxxxxxxxxxxxxxx; (b)
not to contact any person fro the abattoir operation without consent
of Disclosing Party; (c)
not to visit or inspect the abattoir operation without company or consent of Disclosing Party;
3.
Security and control 3.1
The Receiving Party must: (a) establish and maintain effective security measures to safeguard
Confidential Information of the Disclosing Party from disclosure, access or use not authorised by this document; and (b)
keep Confidential Information under its control.
4.
Acknowledgements and indemnity 4.1
The Receiving Party acknowledges that it is aware that any breach
by the
Receiving Party of any obligation in this document may result in the Disclosing Party suffering damage, and that an award of damages may be insufficient to compensate the Disclosing Party for that breach.
Accordingly, in addition to other remedies that may be available, the
Disclosing Party
(and if applicable any other Representative of the Disclosing Party) may seek and obtain injunctive relief against such a breach or a threatened breach. 4.2
The Receiving Party acknowledges and agrees that the
Disclosing Party has executed this document on behalf of itself and other
Representatives of the Disclosing Party, and that this document is intended to be for the benefit of the Disclosing Party and its Representatives.
4.3
The Receiving Party indemnifies the Disclosing Party and its
Representatives (the “indemnitee”) from and against any and all losses, damages, expenses and legal costs (on a solicitor and own client basis and whether incurred by or awarded against the indemnitee) that the indemnitee may sustain or incur as a result, whether directly or indirectly, of any breach
by
the Receiving Party of any obligation in this document. 4.4
The Receiving Party acknowledges that the Disclosing Party or any of its Representatives: (a)
makes no representations or warranties as to the accuracy or
completeness of the Confidential Information or its usefulness in achieving any purpose; and (b)
to the extent not excluded by law, disclaims and excludes all liability for all claims, expenses, losses, damages and costs that the
Receiving Party
may incur as a result of the Confidential Information, for any reason, being inaccurate or incomplete in any way or incapable of achieving any purpose.
5.
Intellectual property rights The Receiving Party acknowledges that this document does not transfer any interest in any intellectual property, and that the Disclosing Party retains (and does not waive) any rights the Disclosing Party may have in respect of patents, trade marks, copyright, moral rights or other intellectual property or proprietary rights enforceable under the laws of any country.
6.
Exclusions The obligations of confidentiality under this document do not extend to the excluded information.
7.
Return of Confidential Information 7.1 The Disclosing Party may at any time require the Receiving Party to cease using its Confidential Information. 7.2 On receiving a notice pursuant to clause 7.1, or upon completion of the Purpose, the Receiving Party’s right to possess or use Confidential
Information of the Disclosing Party ceases and the Receiving Party must
immediately, at the Disclosing Party ’s discretion: (a)
return all Confidential Information to the Disclosing Party; (b) destroy and certify in writing to the Disclosing Party the destruction of all Confidential Information; (c) destroy and permit that the Disclosing Party to witness the destruction of all Confidential Information; or (d) destroy all copies, summaries, notes or reproductions of, all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control.
8.
Continuing obligations The obligations of confidentiality under this document continue to apply to the Receiving Party(in addition to any permitted assignee) after assignment or termination of this document or completion of the Purpose.
9.
Waiver The failure of the Disclosing Party at any time to insist on performance of any provision of this document is not a waiver of its right at any later time to insist on performance of that or any other provision of this document.
10.
Assignment
The
Receiving Party
must not assign or otherwise transfer any or all of its obligations arising out of this document without the written consent of the Disclosing Party.
11.
Governing law This document is governed by the laws of, and any dispute will be heard in the courts of, the State of New South Wales, AXXXXX.
12. Execution SIGNED AS AN AGREEMENT
Signed By XXXX Group Pty Ltd
)
(
by its authorised
officer in the presence of :
)
Signature of authorised officer
Signature of witness
Authorised officer’s name:
Authority of officer:
Print name of witness
(“Effective Date”), by and between [
], a company duly incorporated and validly existing under [
] laws, with its office located at [
] (“Party A”), and [insert Party B’s name], a company duly incorporated and validly existing under [
] laws, with its office located at [
] (“Party B”). 本 保密协议（“ 本协议”）由[
]（一家根据[
]法律合法成立并有效存续的公司，其办公地址位于[
]）
（“ 甲方”）与[
] （一家根据[
]法律合法成立并有效存续的公司，其办公地址位于[
]）（“ 乙方”）于
年
月
日（“ 生效日”）在中华人民共和国（“ 中国”）北京签订。
Party A and Party B are hereinafter referred to each as a “Party” and collectively as the “Parties”. 下文中甲方和乙方单独时称为“ 一方”，合称为“ 双方”。
PREAMBLES 前言 WHEREAS, Party A or its affiliate(s) (Party A’s affiliate(s) hereinafter are referred to [
] and/or any other entity(ies) in which Party A holds a majority equity interest) have entered and/or may enter into various agreements with Party B regarding intention of cooperation on a [
] project which located at [
] (the Project). 鉴于，甲方或其关联公司（在本协议中，甲方关联公司是指[
]和/或任何其他由甲方持有超过半数以上股权的经济实体）已经和/或可能与乙方签订协议，就位于
[
]地方的[
]项目达成合作意向。
WHEREAS, Party A or its affiliate(s) have provided or otherwise disclosed and may provide or otherwise disclose certain proprietary and confidential information, processes and procedures to Party B for promotion and cooperation on the Project in accordance with certain requirements and standards mutually agreed by the applicable parties.
Party A’s affiliate(s) have authorized Party A to handle any and all confidentiality matters relating thereto. 鉴于，甲方或其关联公司已经和/或可能向乙方提供或以其他方式披露相关专有性保密信息、工序和程序，使乙方按照相关方共同同意的相关要求和标准履行和完成就项目的推进与合作。甲方的关联公司已授权甲方处理关于该等专有性保密信息、工序和程序的任何及所有保密事宜。
WHEREAS, Party A and Party B desire to expressly set forth their agreement on
confidentiality matters in respect of the proprietary and confidential information, processes and procedures to be disclosed by Party A or its affiliate(s) to Party B. 鉴于，甲方和乙方拟明文约定双方就甲方或其关联公司将向乙方披露的专有性保密信息、工序和程序的保密事宜达成的一致。
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 为此，作为本协议中所包含的相互的约定和承诺以及双方对本协议内容的充分认识，双方就如下条款达成一致：
1. CONFIDENTIAL INFORMATION 保密信息 1.1 Party B agrees to regard and preserve as confidential any and all information, processes and procedures, whether in the nature of business, technical, financial or otherwise, whether in oral, visual or written form or recorded in any other medium, that may be disclosed to, received or passively observed by, Party B from Party A or Party A’s affiliate(s) (“Confidential Information”), including, but not limited to, (i) the existence or content of any agreement between Party A or its affiliate(s) and Party B; (ii) any information relating to the project price, project schedule, project management, project scale, design, drawings, specifications or otherwise in connection with the said work undertaken by Party B; (iii) fabrication procedure and system with regard to the said work undertaken by Party B, such as [****]; and (iv) any patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, systems, apparatus, equipment, algorithms, software programs, software source documents, and formulae relating to the current, future and proposed products and services under the agreements entered into by Party A or its affiliate(s) and Party B, and other relevant business, technical and financial information, etc. 乙方同意将其从甲方或甲方的关联公司处获悉的、收到的或被动注意到的任何及所有信息、工序及程序，无论该等信息、工序及程序属于商业、技术、财务或其他性质，亦无论其属于口头的、可视的或书面的形式还是存于其他媒介（“ 保密信息”），视为机密并予以保密。保密信息包括但不限于：（i）甲方或其关联公司和乙方达成了任何协议的事实以及该等协议的内容；（ii）与乙方负责的上述工作相关的项目价格、进程、管理、规模、设计、图纸、规格或其他方面相关的任何信息；（iii）与乙方负责的上述工作相关的制造流程和系统，例如[
]等；以及（iv）与甲方或其关联公司和乙方签订的协议项下的现有的、未来的或拟实现的产品和服务相关的任何专利、著作权、商业秘密和专有信息、技术、草图、图纸、模型、发明、专业技术、工序、系统、仪器、设备、算法、软件程序、软件源文件和公式，以及其他相关商业、技术及财务信息等。
1.2 Confidential Information shall not include information: (i) which is in or comes into the public domain through no breach of the Agreement; (ii) which was already known to Party B at the time of the first disclosure, as evidenced by written
documents; or (iii) which is independently developed by Party B without reference to or reliance on or use of any Confidential Information received from Party A or Party A’s affiliate(s).
保密信息不包括以下信息：（i）并非通过本协议下的违约而成为向公众公开的信息；（ii）有书面文件证明，在初次透露给乙方之前乙方已经知晓的信息；或（iii）由乙方独立地、未参考或依赖或使用从甲方或甲方的关联公司处取得的任何保密信息而开发的信息。
2. PARTY B’S OBLIGATIONS 乙方的义务 2.1 During the term of this Agreement, Party B shall hold the Confidential Information in strict confidence.
在本协议有效期间，乙方应对保密信息严格保密。
2.2 Unless otherwise approved by Party A or its affiliate(s), as applicable, in writing, Party B:
除非经甲方或其关联公司（视情形适用）书面另行批准，乙方应当：
(i) shall not disclose, reveal, make accessible or make available any Confidential Information to any person or entity other than that permitted in (ii) below;
除下述(ii)允许的情形外，不对任何人或实体披露、泄露、使之得以接触或获得任何保密信息； (ii) shall only use and reproduce the Confidential Information for the limited purpose of performing its duties pursuant to its agreements with Party A or Party A’s affiliate(s), and in such performance, shall limit access to and disclosure of the Confidential Information to Party B"s directors, officers, employers, agents, representatives, subcontractors or consultants on a "need to know" basis only, and such directors, officers, employers, agents, representatives, subcontractors or consultants shall be bound by terms and conditions substantially similar to those of this Agreement; and 应仅为其根据其与甲方或甲方的关联公司之间的协议履行其职责之限定的目的而使用和复制保密信息，在履行该职责时，向乙方的董事、管理人员、雇员、代理、代表、分包商或顾问披露保密信息或使之接触保密信息均应仅限于“有必要知悉”的范围内，且该等董事、管理人员、雇员、代理、代表、分包商或顾问应受与本协议规定实质上相似的条款和条件的约束；以及 (iii) shall not use or exploit any such Confidential Information for its own benefit or any other person"s or entity"s benefit. 不得为其自身或任何其他人或实体的利益使用或利用任何该保密信息。
2.3 If Party B is required by applicable law, regulation or legal process to disclose any
Confidential Information, Party B shall notify Party A or Party A’s affiliate(s) (as applicable) of such requirement before any Confidential Information is so disclosed as long as it is lawful to provide such notice, and shall co-operate with Party A or Party A’s affiliate(s) (as applicable) and take such steps as Party A or Party A’s affiliate(s) (as applicable) may reasonably require in order to enable it to mitigate the effects of or avoid the requirement of such disclosure.
如果适用的法律、法规或法律程序要求乙方披露任何保密信息，则其应在进行该等披露之前将该等要求通知甲方或甲方的关联公司（视情形适用）（若提供该等通知是合法的），并配合甲方或甲方的关联公司（视情形适用）采取甲方或甲方的关联公司（视情形适用）合理要求的措施，以降低该等披露的影响或规避该等披露要求。
2.4 Upon Party B’s knowledge, it shall immediately give notice to Party A or Party A’s affiliate(s) (as applicable) of any unauthorized use or disclosure of the Confidential Information.
Party B agrees to use its best efforts to assist Party A or Party A’s affiliate(s) (as applicable) in remedying any such unauthorized use or disclosure of the Confidential Information. 在乙方获悉任何未经授权而使用或披露保密信息的情况时，就该等情况立即通知甲方或甲方的关联公司（视情形适用）。乙方同意尽最大努力协助甲方或甲方的关联公司（视情形适用）补救该等未经授权而使用或披露保密信息。
3. OWNERSHIP, LICENSE AND RETURN 所有权、许可和返还 Party B acknowledges and agrees that all of the Confidential Information are and shall remain the sole and exclusive property of Party A or Party A’s affiliate(s), as applicable, free of any and all claims of Party B.
Upon the expiration of this Agreement or an earlier request by Party A or Party A’s affiliate(s) (as applicable) in its sole discretion, Party B shall have no right to keep or use any Confidential Information and shall promptly return to Party A or Party A’s affiliate(s) (as applicable) or destroy (upon the sole election of Party A or Party A’s affiliate(s), as applicable) all Confidential Information embodied in tangible form entrusted to Party B or otherwise in Party B"s possession or control.
No license to Party B under any trademark, patent, copyright, mask work protection right or any other intellectual property right, is either granted or implied by conveying of Confidential Information.
None of the Confidential Information which may be disclosed or exchanged by the applicable parties shall constitute any representation, warranty, assurance, guarantee or inducement by Party A or its affiliate(s) to Party B, of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, mask protection rights or any other intellectual property rights, or other rights of third persons. 乙方确认并同意所有的保密信息均为甲方或甲方的关联公司（视情形适用）的单独、排他地所有的财产，乙方不得提出任何主张。在本协议届满或...
This AGREEMENT made on this ___________ (“Effective Date”), by and between
• 甲方公司名 地址 AND • 乙方公司名 地址
WHEREAS, the parties are currently engaged in discussion in contemplation of entering into an agreement for a business relationship between the parties, the nature and extent of which are not yet fully defined (the "Contemplated Transaction"); and
WHEREAS, in order for such discussions to proceed, each party may find it necessary or desirable to disclose to the other certain technical and business information; and
THEREFORE, the parties hereby agree that the following terms and conditions shall govern the use and protection of certain confidential information (“Confidential Information”) disclosed by one party (“the Disclosing Party”) to the other party (“the Receiving Party”).
1. Each party’s designated representative for coordinating disclosure and receipt of Confidential Information is: For PARTY A:
_________________________ For COMPRO :
_________________________
2. “Confidential Information” of a party shall include the following:
The Disclosing Party’s software programs and related documentation, and any business information, such as business plans, concepts, ideas, know-how, processes, techniques, programs, designs, formulas, algorithms or works-in-process; or marketing, technical, financial information, or any information regarding suppliers, customers, employees, investors, or business operations, as well as any other information that is marked or otherwise identified as confidential or proprietary, or that the Receiving Party knows or should know is confidential or proprietary and may be
(i) conveyed in written, or graphic form
(ii) disclosed orally or electronically; or
(iii) Learned or observed in the course of discussions, studies, or other work undertaken between the parties.
3. Each party agrees to safeguard all Confidential Information disclosed by the other in accordance with the following: a)
To use the same degree of care with to protect the Confidential Information which it uses to protect its own confidential information (but in no event with less than a reasonable degree of care); b)
To not use the Confidential Information for any purposes other than evaluating and negotiating the terms of the Contemplated Transaction.
c)
To not reproduce, distribute, prepare derivative works of, publicly display, perform or reverse engineer any such Confidential Information of the Disclosing Party.
d)
To limit the internal disclosure of Confidential Information to those employees having a need to know such information and only for the purpose set forth in this Section 3; e)
To advise any party to whom disclosure is made, that the Confidential Information is not at any time to be disclosed, given, or transmitted in any manner or form or for any purpose, to any other person, party, firm or corporation.
4.
The parties agree that their obligations hereunder shall not apply to information that
a)
Was in the Receiving Party’s possession before receipt from the Disclosing Party;
b)
Is or becomes known to the general public without improper action or inaction by the Receiving Party; c)
Was rightfully disclosed to it by a third party, provided the Receiving Party complies with any restrictions imposed by the third party;
d)
Is independently developed by the Receiving Party without the use of the Confidential Information provided by the Disclosing Party;
e)
Is disclosed by the Receiving Party with the Disclosing Party’s prior written approval; or f)
Is disclosed pursuant to a court order provided the Receiving Party uses reasonable efforts to limit disclosure and has allowed the Disclosing Party to participate in the proceeding.
In the event either party receives notice of any legal proceeding to compel disclosure of Confidential Information provided by the other, it will promptly notify the other party of such fact and afford it the opportunity to contest such proceeding;
5.
Neither party shall acquire any rights in or to the Confidential Information of the other under this Agreement, except the limited right to use the Confidential Information for the purposes set forth herein, and there is no license conveyed hereunder to use, sell exploit, copy or further
Develop any such Confidential Information. Neither party has an obligation under this Agreement to purchase or sell any service or item from or to the other party.
Neither party has an obligation under this Agreement to commercially offer any products using or incorporating Confidential Information.
6.
This Agreement shall become effective as of the date of execution hereof and will remain in effect for a period of five (5) year unless extended in writing by mutual agreement of the parties. Either party may terminate this Agreement for material breach thereof upon ten (10) days written notice.
a)
Upon termination of this Agreement, or upon request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in tangible form provided by the other, including any copies made by the Receiving Party, and shall delete or erase all intangible Confidential Information of the Disclosing Party in its possession.
If requested by the Disclosing Party, an officer of the Receiving Party shall certify in writing that all such Confidential Information of the other was returned, erased or deleted.
b)
Notwithstanding any termination of this Agreement, the obligations of confidentiality set forth herein shall survive termination.
7.
Each disclosing Party represents that it has the right to make the disclosures under this Agreement.
The Confidential Information disclosed under this Agreement is delivered “as is” and the Disclosing Party makes no representation of any kind with respect to the accuracy of such Confidential Information or its suitability for any particular use.
8.
Nothing in this Agreement shall preclude either party from using, marketing, licensing and/or selling, any independently developed technology, software or data processing information and/or materials that is similar or related to the Confidential Information disclosed under this Agreement, provided the party has not done so in breach of this Agreement.
9.
Each party acknowledges that the Disclosing Party shall have the right to take all reasonable
steps to protect its Confidential Information, including, but not limited to, injunctive relief and any other remedies as may be available at law or in equity in the event the Receiving Party does not fulfill its obligations under this Agreement.
10. This Agreement may not be assigned by either party without the express written consent of the other party and any purported assigned without such written consent shall be void.
All additions and modifications to this Agreement must be made in writing referencing this Agreement and must be signed by both parties.
This Agreement supersedes all prior
discussions and writings and constitutes the entire agreement with respect to the subject matter thereof. This Agreement shall be governed by and interpreted in accordance with the laws of P.R.C.., excluding its choice of law rules.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
For Visible Solutions Sdn. Bhd.
By:
Name:
Title:
Date:
(DD/MM/YY)
For Compro Technology, Inc. By:
Name:
Title:
Date:
(DD/MM/YY)
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