NDA- 英文模板.doc

Non-Disclosure Agreement By this Non-Disclosure Agreement, made on *, * by and between:(*), a company established and existing under the laws of the P.R.China, with its head office at (*),China, hereinafter referred to as * on the first part;and (*), (a company established and existing under the laws of ), with (its head office at * ), hereinafter referred to as * on the second part,WHEREAS * and* (hereafter collectively referred to as The Parties) have agreed to discuss the cooperation *, and desire to exchange for its purposes information which may be of a confidential or proprietary nature,NOW, THEREFORE, IT IS AGREED AS FOLLOWS:1. CONFIDENTIAL INFORMATION under this Agreement shall mean any item or information including but not limited to designs, documentation, specifications, formulas, manufacturing processes, know-how, computer programs, technical descriptions and other technical and economic data, records and information pertaining to the Project, which is disclosed by one party (the DISCLOSING PARTY) to the other Party (the RECEIVING PARTY) under this Agreement whether orally and/or in writing and/or in graphic or in electronic or electromagnetic form and any derivatives (to include copies and reproductions) of any of the foregoing, provided that it is marked or designated in writing as being CONFIDENTIAL INFORMATION by the DISCLOSING PARTY or, if originally disclosed orally, provided that it is confirmed in writing as being CONFIDENTIAL INFORMATION by the DISCLOSING PARTY within thirty (30) days after oral disclosure.2. Both Parties shall identify one or more individuals in their organizations to whom the CONFIDENTIAL INFORMATION is made available by the DISCLOSING PARTY.3. The RECEIVING PARTY undertakes to apply to all CONFIDENTIAL INFORMATION disclosed in accordance with this Agreement at least the same degree of care with which it treats and protects its own proprietary information against public disclosure, but no less than reasonable care. All such CONFIDENTIAL INFORMATION shall not be disclosed to any third party without the written consent of the DISCLOSING PARTY except as hereunder provided. Where such consent is granted disclosure shall only be made to a third party where such third party accepts similar obligations of confidence to those contained in this Agreement.4. The RECEIVING PARTY undertakes to restrict its use of CONFIDENTIAL INFORMATION to the Project, to make no further or other use of the same and to ensure that dissemination of CONFIDENTIAL INFORMATION within RECEIVING PARTY is made on a strict need to know basis. The RECEIVING PARTY shall ensure that all persons to whom CONFIDENTIAL INFORMATION is made available are aware of confidential nature of such CONFIDENTIAL 5. Due to the organization and structure of * AND *, both Parties agree that they reserve the right to disclose the CONFIDENTIAL INFORMATION of the Project to any of their Group Companies on a need to know basis, and both shall ensure that such Group Companies comply with the provisions of this Agreement. For the purposes of this Agreement, a Group Company of a Party shall mean the Party itself, its shareholders and any Company now or hereafter owned or controlled directly or indirectly by that Party or by its shareholders. This also includes consultancy of *.6. For the purposes of this Agreement, information shall not be considered CONFIDENTIAL INFORMATION if the RECEIVING PARTY can prove that such information is:a) in the public domain other than by breach of this Agreement;b) or legally known to the RECEIVING PARTY or to a Group Company, prior to disclosure by the DISCLOSING PARTY;orc) disclosed to the RECEIVING PARTY or to a Group Company, by a third party having the full right to disclose;ord) independently developed by an employee of the RECEIVING PARTY or an employee of a Group Company, to whom no disclosure of CONFIDENTIAL INFORMATION has been made, the onus of proof of independence being on the RECEIVING PARTY;ore) approved for unlimited release or use by written authorization of the DISCLOSING PARTY.7. Disclosure by one Party (including Group Companies) of the CONFIDENTIAL INFORMATION of the other shall not be precluded if such disclosure is in response to a valid order of a Court; provided however that the RECEIVING PARTY (including Group Companies) shall first made a good faith effort to obtain a protective order requiring that the CONFIDENTIAL INFORMATION so disclosed be used only for the purposes for which the Court order was issued.8. The obligations herein in relation to each item of CONFIDENTIAL INFORMATION of either Party shall subsist for a period of five (5) years from the date of its disclosure, notwithstanding any termination of this Agreement, pursuant to clause 11 hereof.9. Neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party.10. Nothing in this Agreement shall be deemed to grant a license directly or by implication under any patent, patent application, copyright, design right (whether registrable or not), or right to know how.11. This Agreement may be terminated by either Party on thirty (30) days written notice to the other provided, however, that no such termination shall serve to release either Party from its obligations as to confidentiality and use which shall remain in force in accordance with the provisions hereof.12. In the event of such termination each Party undertakes to deliver to the other Party all the CONFIDENTIAL INFORMATION (including all documents, copies and derivatives) of the other Party, or to certify destruction thereof, at the requesting Partys option.13. This Agreement does not limit either Partys right as existing as of the date of its signature. It does not create any additional right or obligation which is not expressly included herein and in particular it shall not be deemed to create any obligation for either Party to enter into any further contractual arrangements of any kind.14. The RECEIVING PARTY shall not decompile, disassemble or reverse engineer the CONFIDENTIAL INFORMATION, or any part of it, of the DISCLOSING PARTY.15. This Agreement embodies the entire understanding between the Parties related to the protection of CONFIDENTIAL INFORMATION disclosed hereunder and supersedes all prior and collateral communications, reports and understandings between the Parties hereto relating to the disclosure, protection and use of CONFIDENTIAL INFORMATION.16. The terms of this AGREEMENT shall be governed by the laws of the P.R.China. In case of any dispute arising out of, or in connection with this Agreement, the Parties will first try to resolve their differences through friendly consultation. In the event the Parties cannot resolve