保密协议范本(英文版)

CONFIDENTIALITY AGREEMENT

Party A: [?]

And

Party B: [?]

[?] 2012

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into on this [?] day of [?]2012in [Beijing], People's Republic of China ("PRC")

by and between

(1) [?], a company duly established and existing under the laws of the [?], with its

registered address at [?].

and

(2) [?], a company duly established and existing under the laws of the [?], with its

registered address at [?].

(individually a "Party" and collectively the "Parties").

WHEREAS

A. [?]

C. The Parties wish to explore a possible future business opportunity regarding [?]

and pursuit of mutually beneficial business interest, during the course of which either Party ("Disclosing Party") has disclosed and/or may disclose Trade Secret (as defined below) to the other Party ("Receiving Party"); and

D. The Parties hereby agree to enter into this Agreement for the purpose of

protecting their respective Trade Secrets against any unauthorized use or disclosure.

NOW, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Definition of Trade Secret

1.1 "Trade Secret" refers to any written documents disclosed to the

Receiving Party and expressly indicated as Trade Secret by the

Disclosing Party, as well as any oral information deemed to be Trade

Secret by the Disclosing Party, as indicated in writing. This includes any

proprietary technical information and business information belonging to

the Disclosing Party which is unknown to the public, of economic benefit

to the Disclosing Party, has a practical application and for which

purpose reasonable protective measures have been adopted by the

Disclosing Party. Trade Secret includes any information relating to the

Disclosing Party or its business that is transmitted from the Disclosing

Party to the Receiving Party (regardless of the type of media on which

such information is stored or recorded, including information that is

provided in written, oral, video or electronic form such as e-mails),

including without limitation:

1.1.1 the Disclosing Party's files and documents, including any type

of contract, agreement or letter of intent, personnel files,

administrative documents and information regarding business

associates and suppliers;

1.1.2 any information regarding the Disclosing Party's business

development, including without limitation information relating to

business and marketing development plans or strategies and

design drawings;

1.1.3 any information relating to the Disclosing Party's business

activities, including costs, names of distributors, market

penetration plans, pricing strategies, distribution channels,

sales models, price quotations, client lists and similar types of

information;

1.1.4 any information regarding the financial status of the Disclosing

Party, its assets, shareholders and investments;

1.1.5 any information concerning the Disclosing Party's management

methods and the status of its commercial operations; and

1.1.6 any information relating to "know-how" which, in this

Agreement, refers to any industrial information or techniques

that are used for the manufacture or processing of goods or

materials.

1.1.7 any information concerning techniques and products used

and/or owned by the Disclosing Party, including without

limitation, technical data, trade secrets, proprietary

technologies, research, product plans, ideas or concepts,

products, services, software, inventions, patent applications,

skills, crafts, developments, calculations, formulas, techniques,

designs, sketches, drawings, operation and hardware

configurations.

1.2 Any information that is disclosed orally will only be deemed to be a

Trade Secret if the information is confirmed immediately in writing by

the Disclosing Party to be Trade Secret after such oral disclosure.

1.3 For purposes of this Agreement, the Receiving Party acknowledges and

agrees that a Trade Secret shall be deemed to include any confidential

and business information relating to the production, sales and operation

of the Disclosing Party that is transmitted to the Receiving Party by the

Disclosing Party.

2. Confidentiality Obligations

2.1 The Receiving Party has the duty to perform the following obligations in

respect of maintaining the confidentiality of Trade Secrets and use reasonable care not to disclose the Trade Secret to any third party, such care is to be at least commensurate with the care exercised by the Receiving Party with respect to preserving its own Trade Secret, namely:

2.1.1 without the Disclosing Party's prior written consent, not to

disclose a Trade Secret in any form whatsoever to any third

party;

2.1.2 not to use a Trade Secret for any purpose, unless such Trade

Secret is used by the Receiving Party for the purpose of

performing a task assigned or entrusted to it by the Disclosing

Party. The Receiving Party is not allowed to copy in any

manner information that is deemed to be a Trade Secret unless

it is for the purpose of exploring a possible business

opportunity relating to this agreement;

2.1.3 to abide by the confidentiality guidelines formulated by the

Disclosing Party when the Receiving Party is required to copy

any information comprising a Trade Secret in the course of the

performance of his/her job duties for the purpose of exploring a

possible business opportunity relating to this agreement and to

store properly and indicate on all copies of such information its

level of confidentiality;

2.1.4 without the Disclosing Party's prior written consent, not to

remove information constituting a Trade Secret from the

Disclosing Party's office premises;

2.1.5 not to discuss any issues relating to a Trade Secret in a public

place or by way of any public media (including without limitation,

by telephone, e-mail, newspaper publications and the Internet).

If the Receiving Party is required to disclose any confidential

information by way of such media, then he/she shall promptly

seek the Disclosing Party's prior written approval for the same

and take appropriate measures to maintain the confidentiality

of such information, as required by the Disclosing Party;

2.1.6 without the Disclosing Party's prior written consent, not to use

or allow any third party to use a Trade Secret obtained through

improper means unless the Receiving Party is unaware of the

fact that the information is obtained through improper means

and uses or allows any third party to use such information; For

purposes of this Agreement, the term "obtained through

improper means" shall include the acquisition of a Trade Secret

by means of theft, fraud, intimidation, bribery, unauthorized

reproduction, violation of confidentiality obligations, enticement

of others to violate confidentiality obligations or other similar

means;

2.1.7 to perform the duty of care necessary to prevent third parties

from stealing any Trade Secret that is in the Receiving Party's

possession.

2.2 If the Receiving Party is uncertain as to the nature and degree of

confidentiality applicable to any piece of information, the Receiving

Party is obliged to seek written clarification from the Disclosing Party.

2.3 During the term of this Agreement, the Receiving Party agrees to use

Trade Secret only for the purpose of exploring a possible business

opportunity relating to this agreement.

2.4 The Receiving Party is obliged to ensure that any employee, external

staff, and senior consultant who has access to a Trade Secret as set

forth in this agreement performs the confidentiality obligation as defined

in this agreement; where the aforesaid person performs any act in

breach of the law or this agreement or discloses a Trade Secret that

causes any loss to the Disclosing Party, the Receiving Party shall be

liable to compensate in full for the loss suffered as a result thereof.

3. Exceptions

The Receiving Party will not be liable for disclosure of any Trade Secret if the Receiving Party can prove that such Trade Secret:

3.1 was already known by the Receiving Party prior to receipt from the

Disclosing Party;

3.2 has entered the public domain other than as a result of its disclosure by

the Receiving Party in violation of this Agreement upon the signing of

this Agreement or at any time thereafter;

3.3 is independently developed by the Receiving Party after the signing of

this Agreement, provided, however, that the person(s) developing such

information have not had access to such information received from the

Disclosing Party;

3.4 is lawfully obtained from a source other than the Disclosing Party;

3.5 is furnished to others by the Disclosing Party without restrictions against

further disclosure similar to those herein; or

3.6 was approved in writing by the Disclosing Party for disclosure to a third

party by the Receiving Party; and

3.7 is compelled to disclose under an applicable law or court order, in which

event the extent of disclosure of such Trade Secret shall be limited by

the Receiving Party to the information or materials required to be

disclosed under the said applicable law or court order. The Receiving

Party agrees to promptly notify the Disclosing Party of the relevant law

or court order prior to disclosing of any such information or materials, in

order that the Receiving Party may consider taking appropriate

protective measures.

4. Return of Materials

All materials transmitted from the Disclosing Party to the Receiving Party and containing Trade Secret will remain the property of the Disclosing Party and shall, at the request of the Disclosing Party, be returned to the Disclosing Party (including photocopies thereof) or destroyed by the Receiving Party at the Disclosing Party's option and under the supervision of the personnel designated by the Disclosing Party.

5. Liability for Breach

If the Receiving Party fails to perform its confidentiality obligations hereunder or fails to do so in the manner as agreed upon, it shall be liable to compensate the Disclosing Party for any direct losses or damages suffered as a result thereof.

6. Miscellaneous

6.1 Nothing contained in this Agreement will be construed as granting by

implication, estoppel or otherwise, any licenses or rights under any

patents, copyrights or other legally protectable proprietary rights

(present or future) of either Party.

6.2 This agreement shall take effect upon it being signed and sealed by the

legal or authorized representatives of the Parties; the term for

confidentiality will be five (5) years from the date of its execution.

6.3 No amendment or supplement to this Agreement shall be made unless

mutually agreed by the Parties. An amendment or supplement to this

Agreement shall only become effective if it is made in writing and

signed by both Parties.

6.4Either Party's performance of its obligations hereunder shall not be

affected by any change in the name or title of its respective legal

representatives, successors or assignees after the Agreement takes

effect.

6.5 All notices and communications between the Parties shall be made in

writing in the Chinese language and sent by facsimile transmission,

delivery in person (including courier service) or registered airmail letter

to the appropriate correspondence address set forth below, unless

notified otherwise in writing:

[?] Corporation

Address: [?]

Tel: [?]

Fax: [?]

Attn: [?]

[?] Corporation

Address: [?]

Tel: [?]

Fax: [?]

Attn: [?]

6.6 The time of receipt of a notice or communication as referred to in Article

6.5 above shall be deemed to be:

6.6.1 that set forth in the transmission journal, in the case of a

facsimile transmission, unless such facsimile transmission is

sent after 5:00 pm on a business day in the place of receipt, in

which event, the date of receipt shall be deemed to be the

following business day in the place of receipt;

6.6.2 the time of signing of an acknowledgement receipt by the

receiving Party in the case of delivery in person (including

courier service); and

6.6.3 5 business days from that shown on the official postal receipt in

the case of a registered airmail letter.

6.7 The execution, validity, interpretation and implementation of this

Agreement, and the settlement of any disputes hereunder, shall be governed by PRC law. Where PRC law is silent on any particular matter, reference shall be made to general international commercial practice.

6.8 The Parties shall attempt in the first instance to resolve all disputes

arising out of or in connection with this Agreement through friendly consultations between themselves and/or mediation by a neutral party.

If the dispute fails to be resolved in the aforesaid manner within thirty

(30) days after the commencement of discussions, the Parties shall

agree to submit the dispute to the Beijing Arbitration Commission (“Commission”). The arbitration shall be conducted in the Chinese language and under the Rules of Arbitration of the Commission at the time of filing for an arbitration application. The arbitral award shall be final and binding upon the Parties.

6.9 This Agreement is prepared in two (2) sets of originals in English and

Chinese, each set comprising both language versions. Each Party will

retain one (1) set of originals and both language versions shall have the

same legal effect.

[?] Corporation[?] Corporation

By: By:

Name: Name:

Title: Title:

Date:

Company

Seal: