NDA(Eng)保密协议书英文版.doc

1、NON-DISCLOSURE AGREEMENTThis Non-Disclosure Agreement (this “Agreement”) is entered into this day day of month, year by and between company name of Party A, a company organized under the laws of registered country of Party A with its principal place of business at registered address of Party A (“Par

2、ty A”), and company name of Party B, a company organized under the laws of registered country of Party B with its principal place of business at registered address of Party B (“Party B”). Party A is a disclosing party (“Discloser”) and Party B is a receiving party (“Recipient”) under this Agreement,

3、 and collectively the “Parties”. WITNESSETHWHEREAS Party A and Party B desire to enter into discussions for the purpose of purpose (the “Purpose”); andWHEREAS in order to implement the Purpose Party A needs to provide Party B with access to Party As “Confidential Information” (as defined below).NOW

4、THEREFORE, in consideration of the mutual benefits, undertakings and promises herein, the Parties hereby agree as follows:1. Definitions1.1For the purpose of this Agreement, the term “Confidential Information” means any and all information and know-how of a private, secret or confidential nature, in

5、 whatever form, that relates to the business, financial condition, technology and/or products of the Discloser, its Affiliates, employees, customers, suppliers, or potential customers or suppliers, provided or disclosed to the Recipient or which becomes known to the Recipient, whether or not marked

6、or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustration and not limitation, Confidential Information includes all forms and types of financial, business, scientific, technical, or engineering information and know-how

7、, including but not limited to specifications, prototypes, designs, techniques, processes, procedures, methods, compilations, inventions and developments, products, equipment, samples, algorithms, computer programs (whether as source code or object code), data, marketing and customer information, ve

8、ndor information, personal information, projections, plans and reports, and any other data, documentation, or information related thereto, as well as improvements thereof, whether in tangible or intangible form, and whether or not stored, compiled or memorialized in any media or in writing, includin

9、g information disclosed as a result of any visitation, consultation or information disclosed by Parties to this agreement or other parties on their behalf such as consultants, clients, suppliers and customers, etc. 1.2 Confidential Information shall not include information or any matter that the Rec

10、ipient can demonstrate by reasonable and tangible evidence that: (a) was already known to the Recipient prior to its disclosure pursuant to this Agreement; or (b) has become a part of the public knowledge without a breach of this Agreement by the Recipient; or (c) the Discloser has explicitly approv

11、ed the Recipient to disclose to third party; or (d) was independently developed by the Recipient thereafter without reference to or use of the Confidential Information; or (e) shall have been lawfully received by the Recipient from another person or entity having no confidentiality obligation to the

12、 Discloser or its Affiliates. 1.3For the purpose of this Agreement, “Affiliate” shall mean an entity controlled by, controlling or under common control with a party. For the purpose of this definition, the term “control” means the possession, directly or indirectly, of more than 50% of the voting st

13、ock of the controlled entity, or the power to direct, or cause the direction of the management and policy of the controlled entity.2. Obligations of the RecipientRecipient shall treat all Confidential Information of the Discloser as strictly confidential and secure, and:(a) Shall not, without the ex

14、press prior written consent of the Discloser, exploit or make use, directly or indirectly, and/or copy, duplicate or reproduce such Confidential Information, for any other purpose other than for the Purpose; (b) Shall refrain, either by itself or through any third party, from analyzing or attempting

15、 to analyze the Confidential Information or any part of it, including by way of disassembly, decompiling or reverse engineering any samples, prototypes, software or other tangible objects, in order to determine the composition, design or specifications thereof;(c) Shall protect and safeguard the Con

16、fidential Information against any unauthorized use, disclosure, transfer or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event with less than reasonable care;(d) Shall not use any Confidential Information to compete or obtain any competitive or other advantage with respect to the Discloser;(e) Sha