保密协议严格版个人.doc

Document Title:Agreement No.:Security Level NON-DISCLOSURE AGREEMENTThis Non-Disclosure Agreement (Agreement) is made and entered into as of the later of the two signature dates below (“Effective Date”) by and between:HUAWEI TECHNOLOGIES CO., LTD., a Chinese Individual having its registered office at Administration Building Huawei Technologies Co., Ltd. Bantian, Longgang District, Shenzhen, 518129, P. R. CHINA, and its affiliates (“Huawei”)And , an individual residing in ,with his/her ID number or passport number being (“Individual”).WHEREAS, Huawei and the Individual recognize that there is a possibility for Huawei (“Discloser”) to disclose to the Individual certain proprietary and trade secret information necessary for the Individual (“Recipient”) to (此处填写披露的目的，根据双方正在接洽或商谈的具体合作项目填写，原则是明确具体且限定范围，不宜太过于宽泛) (Purpose); andWHEREAS, Huawei and the Individual also recognize the need to preserve the confidentiality of such information.IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:1.CONFIDENTIAL INFORMATION1.1 Confidential Information shall mean the terms and conditions of this Agreement, the existence of the discussions between the Parties, and any other information concerning the Purpose set forth above, including but not limited to, information regarding the Disclosers products, services, product designs, plans and roadmaps, prices and costs, trade secrets, know how, inventions, development plans, techniques, processes, programs, schematics, software, data, customer lists, financial information, sales and marketing plans, business opportunities, personnel data, research and development activities, and pre-release products, or any other information which the Recipient knows or reasonably ought to know is confidential, proprietary or trade secret information of the Discloser. 1.2 The Recipient is obliged to treat as confidential those information disclosed by the Discloser that is (i) clearly marked as Confidential, Proprietary ,”security” or a similar legend if information is disclosed in writing (or other tangible form); (ii) clearly identified as confidential, proprietary or the like at the time of disclosure if information is disclosed orally; or (iii) the Recipient knows or reasonably should know is confidential, proprietary or a trade secret of the Discloser. Notwithstanding the foregoing, any source code disclosed under this Agreement will be deemed as Confidential Information regardless of whether it is identified or marked as confidential, proprietary or the like at the time of disclosure. 1.3 The Recipient is only permitted to use the disclosed information only for the Purpose specified hereunder and may not use the disclosed information for any other purpose. 2. OBLIGATIONS OF THE RECIPIENT 2.1 The Recipient shall only disclose Confidential Information to his/her assistants (i) who have a actual need to access such Confidential Information solely for the Purpose, and (ii) who have been advised of the obligations of confidentiality and are under obligations of confidentiality same as those set out in this Agreement;(iii) whose names and information have been filed to the Discloser for record. 2.2 The Recipient shall have no obligation to retain those information as confidential which (i) was legally in its possession or known to the Recipient without any obligation of confidentiality prior to receiving it from the Discloser; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is legally obtained by the Recipient from a third Party source without any obligation of confidentiality; or (iv) is developed by or for the Recipient without use of the Confidential Information and such independent development can be documented. 2.3 The Recipient may disclose Confidential Information pursuant to a valid and mandatory order issued by a court or government agency, provided that the Recipient provides the Discloser: (a) a prior written notice of such obligation; and (b) the opportunity to oppose such disclosure or obtain a protective order. 3. RESTRICTION ON USE3.1 Recipient expressly undertakes to use the Disclosers Confidential Information solely for the Purpose. Recipient shall refrain from reverse engineering, decompiling or disassembling Confidential Information and may not disclose, publish, distribute or disseminate Confidential Information to anyone else. Recipient understands and agrees that it is not allowed to sell, license or otherwise exploit any parts, products, services documents or information that embody in whole or in part any Confidential Information. Recipient agrees to use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but in no event less than reasonable care, to prevent the unauthorized use, disclosure, publication and dissemination of Confidential Information. 3.2 Recipient agrees not to use Confidential Information otherwise for its own or any third partys benefit without the prior written approval of the Discloser. Recipient shall notify the undersigned Discloser representative or Disclosers relevant officers immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Recipient and its assistants, or any third party, and will cooperate with Discloser in every reasonable way to help Discloser regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.3.3 Neither Party shall in any manner make public reference to any third party or publicly disclose or make public reference to the mere fact that the Parties (i) are discussing or intend to initiate discussions on the subject matter hereof or the possibilities to enter into any business or other relationship; or (ii) have or have entered into or are contemplating to enter into or have terminated any business or other relationship.4. RETURN OF CONFIDENTIAL INFOMATIONUpon the request of the Discloser, Recipient shall return, or and at the Disclosers discretion, destroy all originals, copies, reproductions and summaries of all Confidential Information received from the Discloser and all materials (in any medium) which contain or embody Confidential Information. Return of the Confidential Information and the modification of any materials in their possession or control, which embody the Confidential Information, shall not release the Recipient from its obligations under the terms of this Agreement. 5. NO OBLIGATIONNeither this Agreement nor the disclosure or receipt of Confidential Information shall be construed as creating any obligation of a Party to furnish Confidential Information to the other Party or to enter into any agreement or relationship with the other Party with respect to mutual business.6. REMEDIESBoth Parties acknowledge that the Confidential Information belonging to Discloser is a unique and valuable asset of such Party. Any divulging may result in irreparable injury to the Discloser for which monetary damages alone will be inadequate remedy. Therefore, the Parties agree that, in the event of a breach or threatened breach of any term of this Agreement, in addition to any other remedies that may be available, at law, in equity or otherwise, Discloser shall be entitled (a) to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Recipient, without the necessity of proving actual damages, and (b) to be indemnified by Recipient from any loss or harm, including, without limitation, attorneys fees, court costs arising out of or in connection with any breach or enforcement of Recipients obligations under this Agreement or the unauthorized use or divulging of Disclosers Confidential Information.7. INTELLECTUAL PROPERTY RIGHTSThe Discloser may retain all right, title and interest in or to its Confidential Information. Notwithstanding anything to the contrary, no license under any trademark, mask work rights, patent rights or copyright, or application for same which are now or thereafter may be obtained by the Discloser is either granted or implied by the disclosure of Confidential Information or under this Agreement. The Recipient shall not reverse-engineer, decompile, or disassemble, modify or copy (except for making a single back-up copy) any software disclosed under this Agreement and shall not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from any originals or copies of Confidential Information received from the Discloser. 8. DISCLAIMERALL CONFIDENTIAL INFORMATION IS PROVIDED AS IS. The Discloser shall not be liable for the accuracy or completeness of the Confidential Information, nor are there any express or implied representations or warranties by Discloser to the Recipient including with respect to the infringement of any intellectual property rights, or any right of privacy, or any rights of third persons. 9. SEVERABILITYIf any of the provisions contained in this Agreement shall be declared invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.10. INDEPENDENT CONTRACTORSDiscloser and Recipient are independent contractors. Nothing contained in this Agreement shall be construed to constitute Discloser and Recipient as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.11. GOVERNING LAWThis Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of Hong Kong, excluding its conflict law rules. Any dispute arising out of or relating to this Agreement shall be submitted to Hong Kong International Arbitration Centre. The award of the arbitration shall be final and binding upon the Parties.12. EXPORT CONTROLThe Recipient shall comply with all applicable export control laws and regulations（if any）.13. AMENDMENT AND WAIVERAny term of this Agreement can only be amended or modified by an amendment in writing signed by both Parties. Failure or delay to enforce any provision of this Agreement by a Party shall not constitute a waiver of any term hereof by such Party.14. ENTIRE AGREEMENTThis Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof, and supersedes all prior discussions, understanding between the Parties as to Confidential Information.15. ASSIGNMENTNeither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable without prior written consent of the other Party.16. TERM AND TERMINATIONThis Agreement shall continue from the Effective Date for five (5) years unless earlier terminated by either Party by giving 30(thirty) days prior written notice to the other Party. Nevertheless,the confidentiality obligations hereunder shall survive such expiration or termination for a period of five (5) years. In the case of source code, the obligations of confidentiality shall survive in perpetuity.17. COUNTERPARTSThis Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same nstrument.IN WITNESS WHEREOF, The Parties hereto have executed this Agreement.Huawei Technologies Co., Ltd. _ Signature： Signature：Name： Name：Title： Title：Date： Date：保密协议本相互保密协议自双方签署日中较后日（“生效日”）生效。本协议由：华为技术有限公司，注册地为中华人民共和国深圳市龙岗区坂田华为总部办公楼，邮编518129，及其附属公司（“华为”）和_，注册地为_（“公司”）为（(此处填写披露的目的，根据双方正在接洽或商谈的具体合作项目填写，原则是明确具体且限定范围，不宜太过于宽泛）的目的（“协议目的”）而缔结。1.保密信息1.1 “保密信息”指本协议的条款和条件，双方的接洽和磋商，以及任何与上述协议目的有关的任何信息，包括但不限于：披露方的产品、服务、产品设计、计划、价格、成本、商业秘密、技术秘密、发明、研发计划、技术、程序、图表、软件、数据、客户资料、财务信息、销售和推广计划、商业机会、员工数据、研发活动、发行前的产品，或者任何接收方知道或者应该知道为披露方的保密信息、专有信息或商业秘密。1.2 接收方有义务对披露方披露的下列信息保密：（1）以书面（或其他有形）形式披露的明确标记为“机密”、“专有”、“保密”或类似符号的信息；（2）口头披露的，但是在披露时明确告知为机密、专有、秘密的信息；（3）接受方知道或者应该合理知道为披露方的机密信息或商业秘密。即使有前述规定，本协议项下披露的源代码均视为保密信息，不管其在披露时是否被告知或标记为机密、专有或类似情形。1.3接收方仅允许为本协议项下约定的目的使用所披露的信息，不得将之用于任何其它目的。2. 接收方的义务 2.1接受方仅得将保密信息披露给为本协议目的确实有必要知道该保密信息的助手，但接收方必须明确告知其助手本协议项下的保密义务，并使之附有本协议规定的同等之保密义务，同时应将该助手的姓名等信息提交披露方备案。 2.2 接收方对如下信息不负有保密义务：（1） 在接收披露方信息前，接收方已经合法拥有的或知晓的且不负有任何保密义务的信息；（2）非因接收方的违约已经（或后来）成为公知的信息；（3）接收方从不负有任何保密义务的第三方合法获得的信息；（4）接收方非因使用保密信而独立开发的信息，且该独立开发是可以证明的。 2.3 接收方可以根据司法或政府部门有效且强制性的命令披露保密信息，条件是接受方（1）一旦知晓前述强制性要求，应立即将此种情形事先书面通知披露方；（2）应向披露方提供反驳该披露或获得保护令的机会。3. 使用限制3.1接收方明确保证仅为本协议中约定的目的使用披露方的保密信息。接收方不得对保密信息进行任何反向工程、反向编译或反向分解，也不得披露、公布、散布或分发给任何第三方。接收方理解并同意，除另有约定外，接收方不得开发、销售或向他人许可含有披露方保密信息的零部件、产品、服务、文档或信息。接收方亦同意采取合理的、不低于保护己方同类保密信息的保密措施来保护披露方的保密信息，以防止任何对保密信息的非授权使用、披露、公开或泄露。3.2未经披露方事先书面同意，接收方不得为己方或任何第三方的利益使用保密信息。接收方一旦发现任何对保密信息的非授权使用或披露、或接收方及其助理违反本协议的行为，应立即通知披露方授权代表，且应采取合理措施协助披露方重新掌控该等保密信息和防止对该等保密信息的进一步滥用或披露。3.3任一方均不应向第三方披露或公开宣称如下事项：（1）双方正在或即将进行某种磋商、或双方缔结某种合作关系的可能性；或（2）双方即将缔结、或已缔结、或已终止某种合作关系。4.保密信息的返还一旦披露方要求，接收