保密协议要点.docx

1、保密义务条款The Receiving party agrees that the Confidential Information shall be kept strictly confidential to the same extent as if it were confidential information pertaining to the Receiving Party or with a reasonable degree of care, whichever is greater, and shall not, without the Disclosing Partys prior written consent, be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, except as provided in Paragraphs 3 and 4 below, nor shall any such Confidential Information be used, in any manner whatsoever, in whole or in part, directly or indirectly, for any purpose other than the Purpose. The Receiving Party agrees not to use in any way detrimental to the Disclosing Party the Confidential Information and not to use the Confidential Information, or take any action based upon the Confidential Information, to interfere in any way with any contractual or other business of the Disclosing Party.2、保密义务豁免事项The Receiving Party may disclose the Confidential Information without the Disclosing Partys prior written consent only to the extent such information:(a) Is already known to the Receiving Party on a non-confidential basis as of the date of disclosure hereunder;(b) Is already in possession of the public or becomes available to the public other than through the act or omission of the Receiving Party, its Affiliated Companies or their respective Representatives;(c) Is required to be disclosed, in whole or in part, under applicable law or by a governmental order, decree, regulation or rule, or in compliance with judicial procedures or relevant stock exchange regulations; or (d) Is acquired independently on a non-confidential basis from a third party that is not under any obligation of confidentiality and which represents that it has the right to disseminate such information at the time it is acquired by the Receiving Party.Notwithstanding the foregoing, in the circumstances set forth in subsection 3(c) above, the Receiving Party shall (to the extent permitted by law) give prompt written notice to the Disclosing Party prior to making such disclosure and provide details of the proposed form, nature and purpose of such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required and the Receiving Party shall exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information.3、保密方之必要关联方的之情权The Receiving Party shall be entitled to disclose the Confidential Information without the Disclosing Partys prior written consent to its Affiliated Companies and their respective Representatives who have a clear need to know in relation to the Purpose, who have been informed of the confidential nature of the Confidential Information and who either agree to be bound by the terms of this Agreement on the same basis as the Receiving Party is bound or have a confidentiality agreement in place directly with the Disclosing Party prior to receiving any Confidential Information regarding the Disclosing Party or its Affiliated Companies. The Receiving Party shall be responsible for any breach of this Agreement by it or any of its Affiliated Companies or any of their respective Representatives. 4、对合同细节及合同存在保密义务Except as both Parties agree in writing in a separate document, if any, neither Party nor its Representatives will, without prior written consent of the other Party, disclose to any person the terms or existence of this Agreement, the fact that Confidential Information has been made available to the Receiving Party pursuant to this Agreement, the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms, conditions or other facts with respect thereto.5、返还和销毁义务The Disclosing Party may demand return of all Confidential Information or destruction by the Receiving Party upon five (5) days prior written notice to the Receiving Party., provided, that the Receiving Party, may keep an archival copy of such Confidential Information as is minimally necessary to meet legal, regulatory or accounting requirements, stock exchange regulations or internal policy (such as, information necessary to justify expense treatment or business purpose tax deductions or an electronic backup and document retention policy). Return or destruction of Confidential Information shall not minimize the Receiving Partys obligation to protect and maintain the Confidential Information in the strictest confidence as provided for herein.6、保密期限The confidentiality and other obligations set forth in this Agreement shall terminate three (3) years after the date of this Agreement. 7、披露非赋权The Confidential Information shall remain the property of the Disclosing Party and in no event shall the Receiving Party be deemed, by virtue of this Agreement, to have acquired any right or interest of any kind, in or to, the Confidential Information. The Receiving Party acknowledges and agrees that no license to the Receiving Party under any trademark, trade secret, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by the disclosure of Confidential Information. None of the Confidential Information which may be disclosed to the Receiving Party by the Disclosing Party shall constitute any representation, warranty, assurance, guarantee or inducement by the Disclosing Party of any kind, either express or implied, as to the quality, accuracy and completeness of the Confidential Information disclosed hereunder and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, mask protection rights or any other intellectual property rights, or other rights of third persons. The Disclosing Party shall have no liability, direct or indirect, to the Receiving Party, its Affiliates or any of their respective Representatives arising out of the furnishing to the Receiving Party or the use made by the Receiving Party, its Affiliates or any of their respective Representatives of the Confidential Information. 8、禁止入股、收购条款For a period of three years following the date of this Agreement and in addition to the other obligations imposed by this Agreement, neither the Receiving Party nor any of its Affiliated Companies or their respective Representatives shall, directly or indirectly and whether alone or in conjunction with any other Person, unless in any such case specifically approved in writing by the Disclosing Party:(a) directly or indirectly purchase, offer to purchase or enter into any agreement to purchase any of the equity securities or securities convertible into or exchangeable for equity securities of the Disclosing Party or any right or option related thereto (collectively, “Securities”), or any assets of the Disclosing Party or any Affiliated Company of the Disclosing Party, or otherwise invest in or provide any financing to the Disclosing Party; (b) make or in any way participate, directly or indirectly in any “solicitation” of votes or proxies in respect of voting Securities and in any manner influence any other Person or entity with respect to such a “solicitation” except a proxy solicitation by management for a general meeting of shareholders; (c) form, join or in any way participate in a group acting in concert with respect to any voting Securities;(d) otherwise act alone or with others to seek to control the management, board of directors or policies of the Disclosing Party; (e) directly or indirectly make a tender offer to shareholders of the Disclosing Party, or propose a transaction to shareholders of the Disclosing Party involving, or propose or support or engage in any discussions or negotiations with respect to, or enter into any agreement, commitment or understanding with any third party to effect, any take-over bid, amalgamation, merger, business combination, asset or share transaction, financing transaction or corporate restructuring involving the Disclosing Party or any of its Affiliated Companies;(f) assist, encourage, or advise any other Person to acquire or agree to acquire in any manner, any Securities or any assets of the Disclosing Party or any of its Affiliated Companies;(g) trade in securities of the Disclosing Party based on Confidential Information that could be considered material, non-disclosed “inside information”; (h) form, join or in any way, participate in any group acting jointly or in concert with any of the foregoing; or(i) make any public announcement of any intention to do or take any of the forgoing or take any action that could require the Company to make any public announcement with respect to the forgoing.Notwithstanding the foregoing, none of the provisions of this Agreement shall be construed to prohibit the acquisition and/or disposition by the Receiving Party of five percent (5%) or less of any class of the outstanding Securities of the Disclosing Party, provided that the Receiving Party provides prompt written notice of same to the Disclosing Party.The provisions of this article 9 shall cease to be of any force or effect upon the earlier of the expiry date set forth above or the date upon which a third party, other than an Affiliated Company of the Receiving Party, either (i) engages or discloses its intention to engage in any of the activities set out in subsections 9(b) to (e); or (ii) acquires or publicly discloses its intention to acquire more than fifty percent (50%) of any class of the issued and outstanding Securities.9、禁止招揽In consideration of the Confidential Information being furnished to the Receiving Party, the Receiving Party hereby agrees that, for a period ending two years after the date hereof, the Receiving Party nor any of its Affiliated Companies nor any of their respective Representatives that have been involved or consulted with respect to the Purpose will:i.knowingly solicit or recommend or propose to a third party to solicit, for employment, or employ or cause to be employed, directly or indirectly, any of the Disclosing Partys or any of its Affiliates Companies current employees, unless they are terminat