鉴【】有限公司（下称“甲方”）与【 】（下称“乙方”）拟就【 】（下称“项目”）业务开展合作为保障甲乙双方商业秘密不受侵害，双方达成如下保密协议，以资共同遵守：
Whereas 【】 Co., Ltd (hereinafter referred to as “Party A”) is considering cooperating with【】 (hereinafter referred to as “Party B”) for【】 (hereinafter referred to as “the Project”).Therefore, the Parties hereby enter into this Confidential Agreement as follows for the purpose of safeguarding the business secret of the Parties:
Article 1 : Definition
Information Discloser: In this agreement, it means the Party who provide confidential information to the other Party.
Information Receiver: In this agreement, it means the Party who receive confidential information from the other Party.
Article 2: Composition of Confidential Information
Confidential Information referred in this Agreement means any information provided by information discloser to the information receiver which is related to the business or activity of the information discloser or any information that has not been publicized by the information discloser. The information receiver or the personnel of the information receiver shall reasonably deem such information as confidential information disregarding the form in which such information is provided to the information receiver.
Article 3 Exception
Confidential Information shall exclude the following information:
Any information which has been known by the information receiver prior to the provision of said information by the information discloser to the information receiver;
the information already known or used by the public without the receiver breaching this Agreement;
the information not limited by the confidentiality requirement which the receiver obtains or receives legally from the third party
the information that the receiver independently develops without violating the Agreement;
Article 4 Confidential Obligation:
The Parties and the personnel of the Parties shall keep the above-mentioned information strictly confidential;
The information receiver shall only allow the obtaining of the Confidential Information by the employer and professional adviser who has the necessity to know the Confidential Information and has been notified and agreed to abide by the confidential obligation;
Unless with the written consent of the information discloser, the information receiver cannot publish, copy, sell, rent, transfer, promulgate, let out, disclose or reveal the confidential information. If information receiver encounters loss, theft, damage or any action or accident that may cause the confidential information revealed or damaged, the information receiver shall take all responsibilities;
After this Agreement terminates, the Parties shall continue to abide by the confidentiality articles of this Agreement and shall perform the confidentiality obligation which the Parties have promised, until the information discloser agrees to release the information receiver from such obligation, or in fact the default of the information receiver will not bring any damage in any form to the information discloser.
Article 5 Requirement of publication
Under the circumstances of judicial or governmental organs’ instruction, requirement or order which requires information receiver to reveal the confidential information, information receiver can disclose confidential information to the abovementioned organs, however, information receiver shall adopt reasonable measures to notify the information discloser to the extent as allowed by law prior to the disclosure of the Confidential Information so that the information discloser can defend such instructions, requirements or orders.
Article 6 Return and Destroy of the Information
The Parties agree, under any of the following situation, information receiver shall immediately return all confidential information to the information discloser in accordance with the requirements of the information discloser, or destroy all information:
- that the information receiver doesn’t need the confidential information for work;
- that both parties do not reach cooperation agreement in respect to the Project ;
- that the agreement signed by the parties in respect to the Project have been fully performedand completed;
- that the information receiver receives the requirements from information discloser in writing at any time;
- Changes occurring to the original confidential information of the information discloser.
Article 7 Breaching Liability and Compensation
If the information receiver breaches this Agreement, the information discloser shall be entitled to require the information discloser to rectify within certain period and to be liable for said breach until the information receiver has completely rectify such breach and has eliminated any influence. If the breach by the information receiver has brought damages to the information discloser, the information receiver shall compensate the information discloser, compensation amount shall be defined in accordance with the loss sustained by the information discloser or the profit gained by the information receiver.
Article 8 Applicable Law
This Agreement is governed by and made in accordance with the laws of the People’s Republic of China.
Article 9 Dispute Resolution
The Parties shall settle any dispute arising from the performance of this Agreement, and any Party shall be entitled to bring lawsuit against the other Party in the competent court located in the place where Party B resides provided that such dispute can be settled through friendly negotiation.
Article 11 Period
This Agreement shall take effect since the date when the Parties sign or seal. This Agreement is made in duplicate with each copy being of the same effect and each Party shall retain one copy.
Article 11 Miscellaneous
Neither this Agreement nor the supply of any information shall be deemed to be the guarantee for the formal cooperation agreement. If the parties would conclude the formal cooperation agreement in respect to the Project, this Agreement shall be a part of and have the equal validity to the formal cooperation agreement. If any part of this Agreement is inconsistent with the formal cooperation agreement, the formal cooperation agreement shall prevail.
Neither this Agreement nor the supply of any information grants the information receiver any license, interest or right in respect of any intellectual property rights of the other party.
Party A: Party B:
Legal Representative: Legal Representative:
(or authorized representative) (or authorized representative)
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