保密协议CDA.doc

CONFIDENTIAL DISCLOSURE AGREEMENTThis Agreement is entered into by and between A Ltd. and its affiliates Ltd. (“ ”) on _. A is in possession of valuable confidential and proprietary know-how and business information related to _ _ (Said Information). A agrees to disclose Said Information provided that B Ltd. will keep Said Information disclosed to it in strict confidence. Based upon such principle and taking into consideration of the common consideration of the parties, agrees to disclose to B Ltd. the Said Information according to following terms and conditions:1.B Ltd. shall keep all the Said Information disclosed to it in strict confidence, and shall only disclose Said Information to those employees within its organization who need to know it for the purpose of _ _2.B Ltd. shall take all and any necessary steps to prevent the disclosure of Said information to any third party; and3.B Ltd. shall not commercially utilize Said Information for the benefit of its own or any third party without having obtained prior written consent from A to such utilization.4. Any information derived from Said Information shall also be proprietary business information belonging to A and subject to all Confidentiality Obligations by this Agreement.5.The commitments set forth in paragraphs 1, 2, 3 and 4 above shall not extend to any following portion of Said Information:(1)which is known to B Ltd. or is generally available to the public prior to the date of signature of this Agreement; or (2)which hereafter, through no act on the part of B Ltd., becomes generally available to the public; or (3)which is furnished to B Ltd. by any third party having a lawful and unrestricted right to do so and having no obligation of confidentiality, either direct or indirect; or(4)which is furnished by A to any third party on a non-confidential basis.6. Correspondence with A respecting this agreement shall be sent as follows;7. All above commitments shall promptly and automatically be terminated in their entirety upon the lapse of a period of five (5) years after the date of signing of this Agreement. Following the termination of the commitments stipulated in Clauses 1, 2, 3 and 4 for all Said Information, or after the termination of commitments for any specific portion of Said Information due to the occurrence of the events listed in paragraph 5(1), 5(2), 5(3) and 5(4), any explicit or implicit obligations concerning the disclosure and use of any of such Said Information or part thereof shall end. The disclosure and use of such Said Information or part thereof shall no longer be restricted except where such Said Information involves A patents. In this case As rights to the patent(s) shall be fully respected.8. This Agreement is written in both Chinese and English and the two versions shall have equal weight and validity. This Agreement shall be effective upon exe