NDA保密协议范本英文Word下载.docx

1、BetweenWuhan FiberHome International Technologies Co., Ltd., a company established pursuant to the laws of Peoples Republic of China （hereinafter referred to as “PRC”）, with its registered address at 88 Youkeyuan Road, Hongshan District, Wuhan, Hubei Province, PRC, further hereinafter to be referred

2、 to as the Party A; And , a company established pursuant to the laws of , with its registered address at , further hereinafter to be referred to as the Party B.The term “both Parties” shall collectively mean Party A and Party B.RECITALSA. Both parties intend to discuss certain matters regarding pote

3、ntial business transactions in Telecommunications Areas.B. In connection with these discussions, certain confidential and proprietary information regarding each party （such party shall be stipulated as “Disclosing Party”） may be disclosed to the other party, its employees, affiliates, agents, contra

4、ctors, and subcontractors （such party shall be stipulated as “Receiving Party”）.C. The parties desire to establish the terms under which each will disclose certain confidential and proprietary information.AGREEMENTBoth parties, therefore, agree as follows:1. Confidential Information. Confidential In

5、formation shall mean:a. Any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, products, planning information, marketing strategies, plans, finance, operations, customer relationships, customer profiles, sales estimates

6、, business plans, and internal performance results relating to the past, present or future business activities of either party or any of their subsidiaries and affiliated companies and the customers, clients, and suppliers of any of the foregoing;b. Any scientific or technical information, design, p

7、rocess, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords either party a competitive advantage over its competitors; andc. All confidential or proprietary concepts, documentation, reports, data specification, computer software,

8、source code, object code, flow charts, databases, inventions, information, know-how, show-how, and trade secrets, whether or not patentable or copyrightable.Confidential Information includes, but not limited to, all user manuals, documents, inventions, substances, engineering and laboratory notebook

9、s, drawings, diagrams, computer programs and data, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation （including data in computer or other digital format） of the foregoing which now exist or come into the control or possession of either of the p

10、arties.2. Confidentiality Obligations. Except as expressly authorized by prior written consent of the Disclosing Party, the Receiving Party shall:a. Limit access to any Confidential Information received by it to persons who have a need-to-know in connection with the evaluation of potential business

11、transactions, and only for use in connection therewith;b. Advise any persons having access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Confidentiality Agreement;c. Take appropriate action by instruction or agreement with any persons havi

12、ng access to the Confidential Information to fulfill their obligations under this Confidentiality Agreement;d. Safeguard all Confidential Information received by it using a reasonable degree of care, but not less than that degree of care used by it in safeguarding its own similar information or mate

13、rial;e. Use all Confidential Information received by it solely for purposes of evaluating the potential business transactions and for no other purpose whatsoever;f. Not disclose, divulge, communicate and/or identify any Confidential Information received by it to any third parties;g. Not disclose the

14、 existence of the discussions to any third party;h. Not copy or reproduce any Confidential Information or distribute any Confidential Information to any third parties;i. Be responsible for any breach of the terms hereunder by the Receiving Party or any person who receives any Confidential Informatio

15、n from the Receiving Party.Upon the request of the Disclosing Party, the Receiving Party shall （i） surrender to the Disclosing Party all memoranda, notes, records, drawings, manuals, and other documents or materials （and all copies of same） pertaining to or including the Confidential Information of the Disclosing Party, and （ii） destroy all memoranda, notes, records, drawings, manuals, records, and other documents or materials （and all copies of same including “copies” that have been converted to computerized media in th