NDA(英文范本).doc

NON-DISCLOSURE AGREEMENTThis Agreement made and entered into this _ day of _, 2012 (“Effective Date”), by and between_, a _ corporation, having its principal place of business at _(hereinafter called “X”), and _ , a Chinese corporation, having its principal place of business at _(hereinafter called “_”), WITNESSETH:WHEREAS, X and _ , both have as their purpose an interest in exploring a possible business relationship, and in order for the parties to explore this relationship, it may be necessary for the parties to disclose certain of their proprietary and other information to each other, which information each of the parties regards as confidential. This confidential information relates to specification, technology documents, trade secret, and so on.NOW, THEREFORE, the parties hereto agree as follows: 1. (a) All of the confidential information (hereinafter “Confidential Information”), including, without limitation, all information relating to business plans, financial or technical matters, trade secrets, designs, know-how, inventions, operations and any other information received or acquired by one party (“Receiving Party”) from the other (“Disclosing Party”) in the course of exploring the possible business relationship shall be in written form and marked “CONFIDENTIAL”, with the name of the Disclosing Party and the date of disclosure. If the Confidential Information is initially disclosed orally, it shall be reduced to written form by the Disclosing Party (including the date of the oral disclosure and name of the Disclosing Party) and presented or mailed to the Receiving Party within fifteen (15) days of the first oral disclosure. (b) The Confidential Information shall remain the property of the Disclosing Party. (c) All information disclosed which is not marked “CONFIDENTIAL”, or not reduced to written form and marked “CONFIDENTIAL” if initially disclosed orally shall be considered to be non-confidential, and shall not be subject to the obligations imposed by this Agreement. All Confidential Information disclosed under this Agreement shall be limited to the subject matter mentioned in the Recital. The existence and terms of this Agreement shall be treated as Confidential Information. 2. The Receiving Party shall:(a) hold the Confidential Information in confidence and not disclose it to third parties, except in the limited cases referred to in paragraph “6”; and(b) not use the Confidential Information for any purpose other than exploring or examining the possibility of a business relationship between the parties. 3. Either party hereto shall have the right, at any time, to terminate in writing the discussions and exchange of information in connection with the exploration of the possibilities of a business relationship between the parties without any further obligations or liabilities to the other party, other than the obligations of confidentiality hereunder, or any right or obligation relating to the Confidential Information hereunder. 4. (a) The obligations of the above paragraph “2” shall not apply to any information which:(i) is available to the public through no breach of this Agreement by the Receiving Party; or (ii) was in the possession of the Receiving Party prior to receipt from the Disclosing Party; or (iii) is received independently from a third party who is free to disclose such information to the Receiving Party; or (iv) is subsequently independently developed by the Receiving Party; or(v) has been or is made public by the Disclosing Party, such as by commercial use or sale or by publications or patents, or otherwise; or (vi) is approved for release by written consent of the Disclosing Party. (b) Disclosure of Confidential Information shall not be precluded if such disclosure is pursuant to the requirement or request of a governmental agency or by operation of law. Provided, however, the Receiving Party shall promptly give a written notice to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order. 5. All Confidential Information delivered to and/or in the possession of the Receiving Party shall be returned or delivered to the Disclosing Party, with all copies made thereof, in whatever form, if the Disclosing Party so requests. 6. The Receiving Party agrees that the Confidential Information shall be disclosed to only those people within its respective organizations or its agents, consultants, representatives or advisors who have a need to know the information and who are obligated under terms no less restrictive than those imposed by this Agreement on the Receiving Party. 7. Each party shall have the right to refuse to accept any information under this Agreement, and nothing herein shall obligate either party to disclose to the other party any particular information. Further, each party acknowledges that no contract or agreement providing for a business relationship, of any nature, shall be deemed to exist unless and until a final definitive agreement has been executed and delivered. 8. If any official approval is required by a government authority to disclose the Confidential Information hereunder, such disclosure is subject to that approval.Both parties shall comply in all respects with applicable laws, regulations and court orders, including but not limited to laws and regulations on export control, in both parties countries and other applicable countries. 9. Disclosure of any information under this Agreement, or otherwise, shall not be construed as granting, directly or by implication, any license under or interest of any kind in any patent, patent application, copyright or other intellectual property right10. Neither party shall be liable for inadvertent, accidental or mistaken use or disclosure of Information obtained under this Agreement provided that it exercises the same degree of care and precautions as it takes to safeguard its own proprietary information. Any copies of the Information made by the receiving party shall reproduce the proprietary markings and any other legends contained thereon.11. Nothing in this Agreement shall grant to either party the right to make commitments of any kind for, or on behalf of, the other party without the prior written consent of the other party. 12. The Disclosing Party represents and warrants that it has the right to disclose the information disclosed under the terms of this Agreement and that disclosure of this information does not conflict with the terms of any agreement between the Disclosing Party and a third party.13. The parties hereto shall be obligated to compensate each other the loss of damage and other cost for the breach of this Agreement. The Disclosing Party shall have the right to terminate the business relationship by written notice in advance, if the Receiving Party materially breach the term of this Agreement. 14. This Agreement supersedes all prior agreements, understandings, representations and statements, whether oral or written, between the parties relating to the disclosure of the Confidential Information. The terms of this Agreement may not be changed except by subsequent written agreement duly signed by an officer of each of the parties.15. Subject to Paragraph “4” hereof the obligation of the Receiving Party provided in Paragraph “2” hereof shall continue for 3 years from the date of each receipt of the Confidential Information, even after termination of this Agreement according to paragraph “3” hereof.16. This Agreement shall be governed, construed and interpreted in accordance with the laws of the Peoples Republic of China. Any disagreement or dispute which may arise in connection with this Agreement, and which Parties are unable to settle by mutual agreement, shall be finally settled by China International Economic and Trade Arbitration Commission South China Sub-Commission according to its rules in force at the time of application for arbitration. The venue of arbitration shall be Shenzhen, China. The award of arbitration shall be final and binding upon both parties. The arbitration fees shall be borne by the losing party except otherwise awarded by the arbitration commission.17. The Receiving Party acknowledges that remedies of damages may be inadequate to protect