英文版保密协议 合同模板

Non-Disclosure Agreement

Party A:

Address:

Postal code:

Party B:

Address:

Postal code:

Whereas, both parties intend to cooperate on the project of , and Party B has known (or will know) Party A's business secrets and/or confidential information. In order to specify Party B's confiden-tial obligations, effectively protect Party A's business secrets, and pre-vent such business secrets from being disclosed for divulgence in whatsoever form, both parties execute this Non-Disclosure Agreement in line with the principles of equality, voluntariness, fairness and good faith, in accordance with relevant laws and regulations.

"Disclosing party" means the party that provides information and "re-ceiving party" means the party that receives information. For the pur-pose hereof, Party A is the "disclosing party" and Party B is the "re-ceiving party".

Article 1: Confidential Information

For the purpose hereof, "confidential information" means any of the following commercial, technical or other information disclosed by Par-

ty A or its affiliated entities under this Agreement (or known by Party B from association with Party A for the purpose hereof), in writing, by verbal, graphically, electromagnetically or other forms: (A) information that has been marked confidential and/or exclusive (or similar word-ing) when disclosed by Party A (or known by Party B); (B) information disclosed by Party A (or known by Party B) while keeping the same in confidence; (C) information that should be understood as confidential information by reasonable commercial judgment of the receiving party;

(D) transmission records or other similar documents as attachment or confirmed from time to time by both parties ("transmission record of confidential information"); (E) information that has been recognized as confidential information in writing or in other tangible form; or (F) in-formation derived from the said information.

Article 2: Exceptions to Confidential Information

1. Information that has been published or entered public domain;

2. Information that has been obtained by the receiving party via other legal means without confidential obligation when disclosed;

3. Information provided by the disclosing party for third party without confidential obligations;

4. Information disclosed by the receiving party with the disclosing par-ty's prior written consent; and

5. Any document or data independently developed apart from the con-fidential information provided by the disclosing party as proven by the receiving party.

Article 3: Confidential Obligators

Persons of Party B and its affiliated entities in project cooperation "who need to know" are confidential obligators referred to in this