01NonDisclosureAgreement.docx

1、01NonDisclosureAgreementNon-Disclosure Agreement（Binding on Both Parties）Agreement No.:Party A:Party B:Date of signing:Place of signing: 使用说明1. 本合同文本适用于我方与外资方签订的英文版双方保密合同。2. 合同文本中需当事人填写之处，如当事人约定无需填写的，应注明“无”或划“/”。3. 对合同文本不得直接修改，如需修改，当事人应在“特别约定”条款中约定修改或补充的内容。4. 其他使用说明见正文脚注。5. 合同承办人员应按照使用说明起草合同，在合同内部审核

2、或提交对方前应将使用说明和脚注删除。Non-Disclosure Agreement (Binding on Both Parties)Party A: Party B: Party A and Party B are hereinafter referred to individually as a “Party” and collectively as the “Parties” in this agreement.In consideration of: (1) Party A and Party B planned to cooperate on Project (hereinafte

3、r referred to as “the Project”); (2) In the negotiation, implementation and cooperation process of the project, both parties are likely to learn each others confidential information; and (3) Both sides hope to keep the confidential information described in this agreement effectively protected. This

4、agreement is hereof signed by both parties through consultation by consensus. Article1 DefinitionsThe following terms shall have the following meanings in this Agreement:1.1 Receiver refers to one party or its related party who receives disclosed confidential information, including directors, office

5、rs, employees, agents, consultants and representatives of the receiver or its related party. 1.2 Provider refers to one party or its related party who provides confidential information to the receiver, or from whom the receiver learns the confidential information in any other manners, including dire

6、ctors, officers, employees, agents, consultants and representatives of the provider or its related party.1.3 Related party refers to any person directly or indirectly controlling the person through one or more intermediate parties, controlled by the person or under joint control with the person. 1.4

7、 Control refers to, directly or indirectly owning a majority of the ownership of a person, or owning the power of management or policy directly or indirectly ordering a person, whether through the enjoyment of ownership of voting securities, by agreement or otherwise. 1.5 Person, in this agreement,

8、including but not limited to natural persons, legal persons or other organizations1.6 Personal data refers to some individual information that can be identified or is identifiable. 1.7 Unless otherwise specified in the agreement, the terms “above”, “below”, “within” and “upon” used to indicate a thr

9、eshold number shall include the number itself; “under”, “beyond” shall not include the given figure; “before the th day”, “after the th day” shall not include the given day. When a time period is prescribed in days, months and years, the day on which the period begins shall not be counted as within

10、the period; calculation shall begin on the next day. If the last day of a time period falls on a non-workday, the day after the non-workday shall be taken as the last day.Article2 Confidential Information2.1 “Confidential information” under the agreement refers to all information, data or technology

11、 learnt (whether provided by the Provider or learnt unintentionally) by the Receiver unknown to the public from the Provider in the process of cooperation or before signing of the agreement for the development of the project, that can bring economic benefits to the Provider (as the lawful owner or p

12、ossessor), including but not limited to software, procedures, inventions, processes, designs, drawings, proprietary technology, engineering, flows, methods, hardware configuration information, customer lists, employee information, contracts, price, cost, research reports, forecasts and estimates, re

13、ports, business plans, trade secrets, business model, resolutions and any or all of the other business information, financial information, technical data, production data, meeting information and documents of the Provider. Any records, summary, reports, analysis, or other materials obtained from con

14、fidential information by the Receiver in whole or in part in any form shall be considered confidential information.2.2 In case of any one of the conditions of the confidential information, the Receiver is free from incurring obligation of confidentiality under this agreement:2.2.1 Under the conditio

15、n of free from incurring obligation of confidentiality, the Receiver has learnt such information before learning from the Provider; 2.2.2 Where such information is known by the public not through the breach of Receiver; 2.2.3 Where such information is acquired from the third party without obligation

16、 of maintaining confidentiality as far as Receiver knows, within the limit of understanding that such acquirer shall have, the third party does not obtain and disclose such confidential information illegally; 2.2.4 Where the Provider legally disclose such information to the third party without duty

17、of confidentiality and such information is legally disclosed by the third party; 2.2.5 Where such information is acquired by the Receiver though independent development, and not contact with the confidential information; 2.2.6 Where the information is publicized with the prior written consent from t

18、he Provider. 2.3 The agreement shall be without prejudice to any right that Party A is entitled to decide whether to provide or provide what information according to the actual demand of the project progress, Chinese laws and regulations and/or necessary internal procedures within Party A, or the ri

19、ght of Party A to terminate providing related information in any circumstances; such decision or termination does not exempt Party B from undertaking the obligations of confidentiality by agreement.Article3 Duty of Confidentiality3.1 Receiver shall only use the confidential information of the Provid

20、er for the purpose of project-related cooperation between both parties. 3.2 Receiver shall protect and keep confidential the information acquired from Provider, unless otherwise specified in the agreement, Receiver shall not disclose confidential information of Provider. 3.3 Receiver shall, accordin

21、g to the agreement with the same protection measures and prudence no less than that applicable to its own confidential information, keep the confidential information acquired from the Provider confidential. 3.4 The confidential information can only be used within the scope of Party B for the purpose

22、 of trade. Party B shall ensure that the relevant personnel who use such information agree to accept the binding of the agreement clauses in writing. 3.5 Unless personnel specified in the preceding paragraph 3.4, the Receiver shall not disclose the following information :3.5.1 The fact that confiden

23、tial information has been provided to Receiver; 3.5.2 Potential transaction that may be under consideration of Receiver, or any clauses, conditions or other facts of such transaction, including its progress; 3.5.3 Discussion or negotiation related to the above matters that has been carried out, cons

24、idered to be carried out or planned to be carried out by both parties. 3.6 The above restrictions do not apply to the following situation: Where Receiver receives a valid subpoena, order or requirement from the judiciary, arbitration institutions, administrative agencies and other competent authorit

25、ies and the competent authorities, in accordance with its legal advisers, it is required to disclose confidential information in whole or in part, and it disclose the confidential information to the above organizations accordingly, with the premise that Receiver shall, to the extent practicable, not

26、ify the Provider for the facts, conditions and circumstances which are required to disclose, and consult with the Provider (i) to take practical steps to deny such legal requirements or narrow the scope of disclosure or (ii) to obtain the consent of the Provider so as to provide confidential informa

27、tion required to be disclosed, or both; in the event of disclosure of such confidential information, Receiver shall obtain the order issued by the organization requiring disclosure and try to get the reliable guarantee from the above organization for keeping the confidential information confidential

28、.3.7 Unless otherwise specified in the agreement, if Receiver needs to disclose the confidential information to any third party, it shall obtain the prior written consent from Provider. Before disclosure of confidential information to the third party, Receiver should sign the confidential agreement

29、with the third party with the requirements on degree of confidentiality no less than this agreement. 3.8 Receiver understands and agrees, under the agreement Provider is free from making any express or implied representations or warranties for the accuracy, completeness, or inaccuracy, incompletenes

30、s of the documents and materials including the confidential information, such representations or warranties may be legally binding on the Provider provided they are made in the written agreement sign by both parties in terms of a certain transaction. The disclosing party shall disclose the informati

31、on in good faith with goodwill, shall not disclose false information on purpose or with culpable negligence. Article4 Intellectual Property4.1 In the circumstance of not using confidential information of Provider, the intellectual property obtained by Receiver independently belongs to Receiver. 4.2

32、Without written consent of Provider, Receiver shall not use any confidential information of Provider to develop any intellectual property. 4.3 With consent of Provider, intellectual property rights, which is generated directly or indirectly by the utilization of the confidential information, belong to .Article5 Return of Confidential Document 5.1 Regardless of whether the parties decide to terminate the project cooperation, Provider may choose at any time by giving notice to terminate Receivers contact with and further access to confidential information. The