non-disclosure agreement(保密协议).docx

MUTUAL NON-DISCLOSURE AGREEMENTTHIS MUTUAL NON-DISLOSURE AGREEMENT (“Agreement”), is entered into as of. (the “Effective Date”), by and between _, a _ corporationLocated_and _, a _ corporationLocated_The terms of this Agreement shall apply to Confidential Information (as such term is defined herein) that is disclosed between the parties. As used herein, the party (and its employees, affiliates, agents, and representatives) disclosing Confidential Information is the “Disclosing Party,” and the party receiving the Confidential Information is the “Recipient.” RECITALSWHEREAS, the parties wish to explore a possible business arrangement of mutual interest between them; andWHEREAS, each party wishes to receive and disclose to the other party hereunder, Confidential Information in furtherance of such possible business arrangement (the “Purpose”);AGREEMENTNOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:1. Definition. For the purposes of this Agreement, “Confidential Information” any information that (i) has been mark marked “confidential” or with words of similar meaning, at the time of disclosure to Recipient; (ii) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the Disclosing Party and marked “confidential” or with words of similar meaning; and, (iii) should reasonably be recognized as confidential information of the Disclosing Party. “Confidential Information” includes, without limitation, includes information, ideas and materials of or about the Disclosing Party and/or its affiliates, employees or customers that are not generally known to the public, including, without limitation, information, ideas or materials relating to methods or technology, trademarks, trade secrets, patent, copyrights, or any other proprietary or intellectual property rights, products, processes, employees, finances, technology, methods, algorithms, software, code, contacts, clients, customers, strategy and other business or technical matters. “Confidential Information” does not include any information or documentation that was: (A) already in the possession of the Recipient without an obligation of confidentiality; (B) developed independently by the Recipient, as demonstrated by the Recipient, without violating the Disclosing Partys proprietary rights; (C) obtained from a source other than the Disclosing Party without an obligation of confidentiality; or, (D) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the Recipient).2. Limitations on Use. Recipient agrees not to use the Confidential Information for the benefit of Recipient or any third party, or for any purpose other than the Purpose, without the Disclosing Partys written consent. Confidential Information provided to Recipient will be owned by Disclosing Party, and upon the written request of the Disclosing Party, Recipient will promptly (i) return to the Disclosing Party; or (ii) destroy, all copies of the Disclosing Partys Confidential Information and, if such Confidential Information is destroyed, certify its destruction in writing.3. Non-Disclosure. Recipient agrees not to disclose the Confidential Information to any third parties or to any of its employees, affiliates, agents or representatives, except (i) to those who have a need to know and are aware of the terms of this Agreement and consent to abide by them (including attorneys and accountants); or (ii) applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Recipient agrees that it shall take all reasonable steps necessary to comply with the terms of this Agreement, but in any event no less than the same degree of care that Recipient uses to protect its own confidential information. 4. No License. The Disclosing Party will, at all times, retain all right, title and interest to the Confidential Information. No license or agreement, express or implied, except for the limited right to use the Confidential Information for the Purpose, is created by this Agreement or any disclosure of Confidential Information hereunder. No representation or warranty is made as to any Confidential Information, or the accuracy thereof.5. Term and Termination. This Agreement shall become effective as of the Effective Date and shall continue for a period of five (5) years, unless otherwise terminated earlier by either party upon written notice to the other party (the “Term”). Additionally, the obligations of the parties set forth in this Agreement will survive for a period of five (5) years following the end of the Term.6. Non-Circumvention. Each party agrees to act in good faith to so as not to circumvent the other with respect to any business opportunity which is introduced during the Term of this Agreement. 7. Indemnification. To the maximum extent permitted by law, Recipient shall indemnify and hold harmless the Disclosing Party and its directors, officers, employees, contracts, agents, and representatives from and against any and all actions, suits, claims, or proceedings, whether civil, criminal, administrative, or investigative, which arises from a material breach of any representation and warranty or obligation of this Agreement by the Recipient. 8. Miscellaneous. a. Headings. The section headings provided herein are for convenience only and have no substantive effect on the construction of this Agreement.b. Amendments. This Agreement may not be amended except by means of a writing duly executed by the parties.c. Severability. If one or more provisions of this Agreement are held to be invalid void, or otherwise unenforceable under applicable law by any court or administrative body of competent jurisdiction, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms to the fullest extent permitted by applicable law.d. Survival. All provisions which would reasonably be deemed to survive termination shall be deemed to survive termination of this Agreement for any reason.e. Waiver. The failure by a party to exercise or enforce any right hereunder shall not operate as a waiver of such partys right to exercise or enforce such right or any other right in the future.3f. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereto and supersedes all prior representations, negotiations, promises, understandings or agreements, whether oral or written, between the parties with respect to the subject matter hereof. g. Governing Law and Dispute Resolution. This Agreement shall be construed and enforced according to French law. Upon the initiative of one of the parties, the parties have agreed to refer any dispute firstly to the mediation of France Commercial Arbitration Association or sitting in Paris for a maximum period of seven (7) days, the costs of travel, accommodation and representation or translation being shared equally between the parties, or if the parties chose so, by means of an internet conference. The mediation shall proceed in English. Then, should the mediation fail or be avoided, the parties agree to submit their dispute or claim arising out of the present agreement concerning, but without limitation, the validity, construction, performance or termination of this agreement to the arbitration of the International Chamber of Commerce seated in Paris by one (1) or three (3) arbitrators which shall be in English. The law to be applied is French law. Both Parties agree, as the case maybe, that the arbitral award shall be binding and applied by the Parties. The arbitrator(s) shall give their sentence in compliance with the law defined at art 19.h. Attorneys Fees. In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to reasonable costs and attorneys fees.i. Relationship of the Parties. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party nor its employees has the authority to bind or commit the other party in any way or to incur any obligation on its behalf. This Agreement is for the benefit of the parties hereto, and is not intended to confer upon any other person or entity any righ