英文版法律顾问手册保密协议.docx

1、英文版法律顾问手册保密协议CONFIDENTIALITY AGREEMENTThis Confidentiality Agreement (“Agreement”) is made and effective the DATE.BETWEEN:COMPANY NAME (the “Owner”), a corporation organized and existing under the laws of the Province of State, with its head office located at:COMPLETE ADDRESSAND:RECIPIENT NAME(the “

2、Recipient”), an individual with his main address located at or a corporation organized and existing under the laws of the Province of State, with its head office located at:COMPLETE ADDRESSIn consideration of the terms and covenants of this agreement, and other valuable consideration, the parties ag

3、ree as follows:WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner.WHEREAS, in the course of consideration of the possible transaction or relationship. Owner may disclose to Recipient confident

4、ial, important, and/or proprietary trade secret information concerning Owner and its activities.THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information.1. CONFIDENTIAL INFORMATIONOwner proposes to disclose cer

5、tain of its confidential and proprietary information (the “Confidential Information”) to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specification, manuals, business plans, software, marketing plans, financial information, and other

6、 information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information.For purposes of this

7、Agreement, the term “Recipient” shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term “Representative” shall include Recipients directors, officers, employees, agents, and financial, l

8、egal, and other advisors.2. EXCLUSIONSConfidential Information does not include information that Recipient can demonstrate: (a) was in Recipients possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient

9、 to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a t

10、hird party, without breach of any obligation to any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information.3. RECIPIENTS OBLIGATIONSa. Recipient agrees that the Confidential Information is to be considered confidential and prop

11、rietary to Owner and Recipient shall hold the same is confidence, shall not use the Confidential Information other that for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish

12、or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner.b. Confidential Information furnished in tangible from shall not be duplicated by Recipient except for purposes of this Agreement. U

13、pon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within Number days of such request. At Recipients option, any documents or other media devel

14、oped by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within Number days thereafter.4. TERMThe obligations of Recipient herein shall be effective Non-disclosure period from the date Owner

15、last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreeme

16、nt between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.5. CONFIDENTIALITYRecipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the confidential Information in