国际商会保密协议中英文对照.doc

_国际商会保密协议NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT保密合约（禁止规避、禁止转让与合作条约）INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400 / 500 / 600)国际商会/世界商务组织NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT国际商会保密合约（禁止规避、禁止转让与合作条约）WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce.鉴于签约人希望签署该份合约以规范双方以后应遵行的法律义务，并就对方之业务及连络人善尽保密之职责。WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”).鉴于签约人为达成彼此之共同之利益建立商业关系，其受惠之方包含其关系企业、子公司、股东、事业伙伴、国际合作经营企业、贸易伙伴及其它相关企业等。（以下称为关系企业）NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:基于本约之合意、声明、约定及其它约因，双方当事人兹就下列各事项达成协议：1. TERMS AND CONDITIONS1. 合约条款A. The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,A.在未经双方明示许可下，立约双方及其关系企业皆不得以任何方式要求或接受任何其它第三方所提供之信息，B. The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of this party who made available the source, and,B.立约各方对另一方之业务和/或其关系企业之信息，应遵守绝对保密之原则，仅在对方正式书面许可下方可透露合作方之相关信息。C. That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected.C.在任何情况下，双方保证尽力保护其交易数据之完整性，并尽可能不更动其原始交易代码。D. That they will not disclose company names, addresses, e-mail address, website, telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party andD各方不得向任何第三方透露他方连络人之公司名称、地址、电子信箱、网址、电话、电报传真或电传号码，且立约各方需将此连络人视为其专属财产，亦不得直接与对方提供之连络人进行议价或交易。E. That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so. For the sale of this agreement, it does not matter whether information obtained from a natural or a legal person.E.在未经对方书面许可之下，不得与其它银行、投资者、基金会、或其它在合约中所提及之合作厂商进行商业活动。基于此份合约，其限制范围不局限于自然人或法人，F. The parties also undertake not to make use of a third party to circumvent this clause.F.且立约各方承诺不得利用第三方来规避此条款。G. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.G.任一方以直接或间接方式违反此份合约者，应付惩罚性违约金，其金额为交易中所得到之最高金额之赔偿，加上所有费用，其中包括但不限于因而致生之法律费用与支出。H. All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed. H. 所有双方因协议中交易所获得的报酬、收益、分红、参与费用或佣金都将依照彼此最初同意之比例分红。I. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Countrys, European Union Countrys, Asian Countries, USA Courts, or under Swiss Law in Zurich, in the event of dispute, the arbitration laws of states will apply.I.本合约将规范立约双方之所有交易活动，并以英联邦国家,欧盟国家,亚洲国家,美国法院或瑞士苏黎世之法律为准据法，若有争议，将依照该国仲裁法律解决。J.The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for five (5) years from last date of signing and shall automatically extend to a new term of 5 years from the start of any roll, extension, renewal or additional transaction between the principals or, for a period of 5 years from the date of executing of this Agreement should no contract result.J.立约之双方皆同意以上述法院为专属管辖法院，合约有效期间自签定日期起五年。2. AGREEMENT TO TERMS2.（协议条款）A. Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement. A.任何经由传真、邮寄及电子信件送达之合约经签署后皆可视为一可履行之契约。此合约在法律上具有强制性及可接受性，且所有行为皆需受到合约上条款之规范。B. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature. B.本文件之签署人已详细阅读上述之合约，并获得充分授权