AAA保密和不竞争协议员工英语版Word格式文档下载.docx

1、andName of the Employeetable of contents一、 Definitions 1二、 Representations, Warranties and Undertakings - Confidentiality 2三、 Representations, Warranties and Undertakings - Non-Competition 4四、 Employment after Training 5五、 Intellectual Property 5六、 Return of Materials 6七、 Liability for Breach 6八、 Ap

2、plicable Laws 6九、 Settlement of Disputes 6十、 Integrity and Severability 7十一、Others 7Schedule I 9THIS AGREEMENT is made in place of execution, name of the city and province, the Peoples Republic of China （the “PRC”） on this date day of month, year, by and between the following two parties:Party A: In

3、sert Name of the Employer, a company duly established in the PRC with its legal address at Insert address. Party A shall hereinafter be referred to as the “Employer”;Party B: Insert Name of the Employee, a citizen of the PRC whose identity card number is Insert number, of Insert address. Party B sha

4、ll hereinafter be referred to as the “Employee”.WHEREAS:1、On Insert date Party A and Party B executed an Employment Contract in accordance with the laws of the PRC and both acknowledge that Party B is an employee of Party A.2、The Employer possesses advanced technology in the area of Insert business

5、scope.3、The Employee agrees to maintain the strictest confidentiality in respect of such technology and other business secrets belonging to the Employer and not to engage in any business or otherwise compete with the Employer at any time during his or her employment with the Employer or for a period

6、 of three （3） years after termination of such employment.After friendly discussions and negotiation, Party A and Party B have agreed to the following terms and conditions with respect to the Employees duties of confidentiality and non-competition:一、DefinitionsUnless otherwise required by the context

7、 of this Agreement, the following terms used in this Agreement shall have the meanings set forth below:1、 “Confidential Information” shall mean any information which is contained, stored, archived or recorded either in electronic format on any computer disc, CD-ROM, CD, hard drive or software or whi

8、ch is incorporated, reproduced or embodied in any document or other tangible item in either case belonging to or used by the Employer or any other company or legal person in which it has any interest including, without limitation, any subsidiary company, equity or contractual or co-operative joint v

9、enture （“Affiliate”） comprising:2、 any proprietary software whether developed or in the process of development and whether or not intended to be used as part of an operating system, any networking, design, conversion and/or translation programmes and any information stored or recorded on any of the

10、foregoing;A、any information regarding the business and affairs, customers and suppliers of the Employer or any Affiliate, the disclosure of which to any competitor or to the general public would or might be detrimental to the interests of the Employer or any Affiliate;B、 any information which the cu

11、stomers of the Employer or any Affiliate consider confidential and in respect of which the Employer or any Affiliate may be subject to confidentiality or non-disclosure obligations express, implied or otherwise; andC、 any information concerning the employees of the Employer or any Affiliate includin

12、g rates of pay or other information the disclosure of which would or might be detrimental to any such employee;D、 all other information of any nature whatsoever which may be disclosed or made known to the Employee at any time during the course of his or her employment by the Employer whether or not

13、he or she is performing duties for, or is undergoing training by, the Employer or any Affiliate which other information may include technologies, business strategies and methods, technical specifications or know-how, computer programmes, designs, blueprints, drawings, techniques, processes, lists of

14、 customers, suppliers or prices, discount rates, methods of accounting and bookkeeping, research data of all kinds and management methods;3、the technology and related materials listed in Schedule I.4、“Business Secrets” shall have the same meaning as Confidential Information.二、 Representations, Warra

15、nties and Undertakings - Confidentiality1、The Employee hereby represents, warrants and undertakes to the Employer:A、 that his or her employment by the Employer and execution of the Employment Contract will not breach any covenant or agreement which the Employee has entered into with any of his or he

16、r former employers or any obligation owed to any other company or individual in either case concerning confidentiality or non-competition by the Employee;B、 that he or she understands and is fully aware that all Confidential Information is the exclusive property of the Employer and its Affiliates （a

17、s the case may be）, that the strictest confidentiality must be maintained at all times in respect thereof, that substantial efforts, funds and other resources have been invested in the development of Confidential Information and that unauthorised disclosure of the same would or might be highly detri

18、mental to the interests of the Employer and its Affiliates;C、that during and after his or her employment by the Employer, the Employee will maintain the strictest confidentiality in respect of all Business Secrets of the Employer and its Affiliates, comply with all rules promulgated by the Employer

19、or any of its Affiliates to protect the Confidential Information, and not in any circumstances disclose any of the Confidential Information to any person, company, organisation or other entity without the prior written consent of the Employer or relevant Affiliate and then only if such disclosure is

20、 in the best interests of the Employer or relevant Affiliate;D、 that during his or her employment with the Employer, he or she shall not remove any Confidential Information from the premises of the Employer or relevant Affiliate, copy or in any way duplicate or reproduce any Confidential Information

21、, or transmit any Confidential Information by electronic means, except with the prior written consent of the Employer or relevant Affiliate. The Employee further acknowledges that he or she may be liable to criminal prosecution if he or she commits any breach of this clause 2.1 （d）.E、 that during hi

22、s or her employment by the Employer, the Employee will forthwith report to the Employer or relevant Affiliate any events or circumstances which will or might jeopardise the safety or confidentiality of any Business Secrets and will take appropriate measures to protect the same;F、 that during and aft

23、er his or her employment with the Employer, the Employee will maintain the strictest confidentiality in respect of all information （whether or not constituting Confidential Information） regarding customers or suppliers of the Employer or any Affiliate or other companies or persons related to the bus

24、iness carried on by the Employer or any Affiliate, and will not disclose such information to any person, company, organisation or other entity or use such information, whether or not the Employer or such Affiliate is subject to any express or implied obligation to keep such information confidential.

25、三、Representations, Warranties and Undertakings - Non-CompetitionA、 that his or her employment by the Employer and execution of the Employment Contract will not breach any covenant or agreement which the Employee has entered into with any of his or her former employers or any obligation owed to any o

26、ther company or individual in either case concerning any duty of non-competition;B、 that during his or her employment by the Employer and within the period of three （3） years after termination of such employment, the Employee will not, directly or indirectly, establish, carry on, be engaged or parti

27、cipate in, work for, or provide financial support to, or guarantee the obligations of, or advise, any business, company or other organisation which competes with, or carries on any activity similar to any carried on by, the Employer or any Affiliate or be concerned in any such other business, compan

28、y or other organisation as principal, owner, agent, shareholder, employee or otherwise;C、 That for so long as the Employee complies in all respects with sub-clause （b） of this clause and all other provisions of this Agreement in all respects, the Employer shall provide compensation to the Employee e

29、qual to three （3） months salary （one month salary at the end of each of such three （3） years） which shall be calculated based on the salary payable in the month immediately preceding termination of the Employees employment, but excluding any bonus or other benefits and the Employee shall bear all Pe

30、rsonal Income Tax payable by himself or herself in respect of such compensation. In the event that the Employee fails to comply as aforesaid, the Employer shall be entitled forthwith to cease paying the aforementioned compensation and to take action against the Employee on account of such non-compli

31、ance;D、 that during his or her employment by the Employer and within the period of three （3） years after termination of such employment, the Employee will not, directly or indirectly, solicit or request any customers or suppliers to withdraw or cancel any of their actual or potential business from o

32、r with the Employer or any Affiliate;E、that during his or her employment by the Employer and within the period of three （3） years after termination of such employment, the Employee will not, directly or indirectly, induce any other employee of the Employer or any Affiliate to terminate his or her employment with the Employer or such Affiliate;F、that during, and after t