保密协议英文版confidentiality agreement_.doc

Mutual Non-Disclosure AgreementThis AGREEMENT made on this _ (“Effective Date”), by and between 甲方公司名地址AND 乙方公司名地址WHEREAS, the parties are currently engaged in discussion in contemplation of entering into an agreement for a business relationship between the parties, the nature and extent of which are not yet fully defined (the Contemplated Transaction); andWHEREAS, in order for such discussions to proceed, each party may find it necessary or desirable to disclose to the other certain technical and business information; andTHEREFORE, the parties hereby agree that the following terms and conditions shall govern the use and protection of certain confidential information (“Confidential Information”) disclosed by one party (“the Disclosing Party”) to the other party (“the Receiving Party”). 1.Each partys designated representative for coordinating disclosure and receipt of Confidential Information is:For PARTY A: _For COMPRO: _2.“Confidential Information” of a party shall include the following: The Disclosing Partys software programs and related documentation, and any business information, such as business plans, concepts, ideas, know-how, processes, techniques, programs, designs, formulas, algorithms or works-in-process; or marketing, technical, financial information, or any information regarding suppliers, customers, employees, investors, or business operations, as well as any other information that is marked or otherwise identified as confidential or proprietary, or that the Receiving Party knows or should know is confidential or proprietary and may be (i) conveyed in written, or graphic form (ii) disclosed orally or electronically; or (iii) Learned or observed in the course of discussions, studies, or other work undertaken between the parties. 3.Each party agrees to safeguard all Confidential Information disclosed by the other in accordance with the following:a) To use the same degree of care with to protect the Confidential Information which it uses to protect its own confidential information (but in no event with less than a reasonable degree of care);b) To not use the Confidential Information for any purposes other than evaluating and negotiating the terms of the Contemplated Transaction. c) To not reproduce, distribute, prepare derivative works of, publicly display, perform or reverse engineer any such Confidential Information of the Disclosing Party. d) To limit the internal disclosure of Confidential Information to those employees having a need to know such information and only for the purpose set forth in this Section 3;e) To advise any party to whom disclosure is made, that the Confidential Information is not at any time to be disclosed, given, or transmitted in any manner or form or for any purpose, to any other person, party, firm or corporation.4. The parties agree that their obligations hereunder shall not apply to information that a) Was in the Receiving Partys possession before receipt from the Disclosing Party; b) Is or becomes known to the general public without improper action or inaction by the Receiving Party;c) Was rightfully disclosed to it by a third party, provided the Receiving Party complies with any restrictions imposed by the third party; d) Is independently developed by the Receiving Party without the use of the Confidential Information provided by the Disclosing Party; e) Is disclosed by the Receiving Party with the Disclosing Partys prior written approval; orf) Is disclosed pursuant to a court order provided the Receiving Party uses reasonable efforts to limit disclosure and has allowed the Disclosing Party to participate in the proceeding. In the event either party receives notice of any legal proceeding to compel disclosure of Confidential Information provided by the other, it will promptly notify the other party of such fact and afford it the opportunity to contest such proceeding; 5. Neither party shall acquire any rights in or to the Confidential Information of the other under this Agreement, except the limited right to use the Confidential Information for the purposes set forth herein, and there is no license conveyed hereunder to use, sell exploit, copy or further Develop any such Confidential Information. Neither party has an obligation under this Agreement to purchase or sell any service or item from or to the other party. Neither party has an obligation under this Agreement to commercially offer any products using or incorporating Confidential Information. 6. This Agreement shall become effective as of the date of execution hereof and will remain in effect for a period of five (5) year unless extended in writing by mutual agreement of the parties. Either party may terminate this Agreement for material breach thereof upon ten (10) days written notice. a) Upon termination of this Agreement, or upon request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in tangible form provided by the other, including any copies made by the Receiving Party, and shall delete or erase all intangible Confidential Information of the Disclosing Party in its possession. If requested by the Disclosing Party, an officer of the Receiving Party shall certify in writing that all such Confidential Information of the other was returned, erased or deleted. b) Notwithstanding any termination of this Agreement, the obligations of confidentiality set forth herein shall survive termination.7. Each disclosing Party represents that it has the right to make the disclosures under this Agreement. The Confidential Information disclosed under this Agreement is delivered “as is” and the Disclosing Party makes no representation of any kind with respect to the accuracy of such Confidential Information or its suitability for any particular use.8. Nothing in this Agreement shall preclude either party from using, marketing, licensing and/or selling, any independently developed technology, software or data processing information and/or materials that is similar or related to the Confidential Information disclosed under this Agreement, provided the party has not done so in breach of this Agreement.9. Each party acknowledges that the Disclosing Party shall have the right to take all reasonable steps to protect its Confidential Information, including, but not limited to, injunctive relief and any other remedies as may be available at law or in equity in the event the Receiving Party does not fulfill its obligations under this Agreement.10. This Agreement may not be assigned by either party without the express written consent of the o