Mutual NDA
双边保密协议(NDA)模板_中英双语
Mutual Confidentiality Agreement相互保密协议between本协议由Name[address]hereinafter referred to as PARTNER以下简称合作方and与公司名地址hereinafter referred to as 公司简称以下简称XXX签订。
Subject of discussion (“Purpose”):讨论主题（“目的”）：…………………………………Whereas, the Parties intend to enhance their commercial relationship relating to the purpose as stipulated above. Whereas, during the commercial relationship it will be necessary for each party to disclose to the other party information of a confidential or proprietary nature.鉴于，双方计划加强双方之间关于上述目的的商业关系。
在商业关系存续期间，各方皆有必要向另一方披露保密或专有信息。
Therefore the parties hereby agree to the following terms and conditions governing the exchange of such information:因此，双方同意下列条件和条款适用于信息的交换：1. Proprietary Information专有信息1.1 "Proprietary Information" shall be all information of a proprietary nature which is disclosed by one party or on its behalf (the "Disclosing Party") to the other party or any of its employees or agents (the "Receiving Party") orally, in writing, or by drawings or inspection of parts or equipment, by demonstrating or in any other form, including, but not limited to samples, materials, articles, drawings, technical data or know-how relating to a party’s research, products, product ideas, services, inventions, manufacturing processes, software programs, production techniques, purchasing, accounting, assembly, distribution, engineering, marketing, merchandising and/or sales, etc. of theDisclosing Party. If the Proprietary Information is embodied in tangible material (including without limitation, software, hardware, drawings, graphs, charts, disks, tapes, prototypes and samples) it shall be labeled as “Proprietary” or “Confidential”.“专有信息”应指由一方或代表一方（“披露方”）以口头、书面，或零件或设备的绘图或验收，演示或其他任何方式披露给另一方或其任何职员或代理人（“接收方”）的具有专有性的所有信息，包括但不限于属于披露方的与其研究、产品、产品创意、服务、发明、制造工序、软件程序、生产工艺、采购、记账、组装、配送、工程、市场、推销和/或销售等相关的样品、材料、商品、图纸、技术信息或专有技术等。
Mutual NDA - PDS 博格华纳双方保密协议翻译
MUTUAL NONDISCLOSURE AGREEMENT双方保密协议BorgWarner PDS (USA) Inc., (简称“BW”) and博格华纳PDS（美国）公司（“BW”）与______________________________ of _____________________________ (“SUPPLIER”) are interested in sharing information concerning _________________________________________ (“Discussions”).______________________ （简称“供应商”）对分享___________________信息感兴趣（“讨论”）。
In order to facilitate the Discussions, it may be necessary for BW and SUPPLIER to disclose Proprietary Information to each other. Proprietary Information is disclosed and received on the following terms and conditions:为了便于讨论，BW和供应商可能有必要将专有信息透露给对方。
专有信息须在下列条款和条件下披露和接收：1. “Proprietary Information” means all information relating to _____________________that is disclosed by one party to the other. Proprietary Information does not include information that:1.“专有信息”指的是所有一方向另一方面透露的与_____________________ 相关的所有信息。
Mutual NDA8-7-02
MUTUAL NONDISCLOSURE AGREEMENTThis Mutual Nondisclosure Agreement (the "Agreement") is entered into as of __________ __, 2003 between Honeywell International Inc., a Delaware corporation with its principle place of business at 101 Columbia Road, Morristown, NJ 07960 (the "Honeywell"), and [insert supplier’s full legal name], a(n) __________ corporation with its principal place of business at _________________________ ("Supplier").1.Purpose. Honeywell and Supplier wish to explore a possible business relationship pursuant to which each party may disclose its Confidential Information (as defined below) to the other party. This Agreement is intended to bind Recipient (as defined below) and prevent it from disclosing the Confidential Information of the other party as herein provided or from using the Confidential Information for purposes other than evaluation of the business relationship described in Section 3(b) below. In consideration of each Disclosing Party’s (as defined below) disclosure of such Confidential Information and in recognition of the confidential and proprietary nature thereof, each Recipient agrees to treat such Confidential Information in the manner provided by this Agreement, and the parties hereby agree as set forth below.2. Definitions. For purposes of this Agreement, the terms set forth below shall have the meanings specified in this Section 2:(a) the term "Confidential Information"shall mean any information, technology, technical data, trade secrets, know-how or ideas, including, without limitation, that which relates to business operations, products, services, customers, markets, research, inventions, processes, designs, drawings, engineering, marketing or finances of the disclosing party, which Confidential Information, to the extent practical, shall be disclosed in documentary or tangible form, marked “confidential” or “proprietary”. In the case of disclosure in nondocumentary form made orally or by visual inspection, such disclosure shall be deemed to be part of the Confidential Information of the Disclosing Party if the Receiving Party is apprised of the nature thereof prior to its receipt, or if the information disclosed would be reasonably understood by the Receiving Party to be confidential. The amount and type of Confidential Information to be disclosed is completely within the sole discretion of each party. Without granting any right or license, each Disclosing Party agrees that Confidential Information does not include information, technology, technical data, trade secrets, know-how or ideas that the Recipient can demonstrate (i) at the time of disclosure, is available to the general public through no improper action or inaction by the Recipient or any affiliate, agent, consultant or employee; (ii) at a later date, becomes available to the general public through no fault of Recipient and then only after such later date; (iii) was, through no improper action or inaction by the Recipient or any affiliate, agent, consultant or employee, in its possession before receipt from the Disclosing Party and was provided to Recipient by a party not in breach of any confidentiality obligations; (iv) is disclosed to Recipient without restriction on disclosure by a third party who had the lawful right to disclose such information; (v) is subsequently developed independently by an employee or employees of Recipient who has had or have had no access to, nor benefit or use of, the ConfidentialInformation; or (vi) is disclosed by Recipient with the prior written approval of the Disclosing Party.(b)the term "Recipient" shall mean Honeywell with respect to Confidential Information received by Honeywell from Supplier and Supplier as to Confidential Information received by Supplier from Honeywell; and(c)the term “Disclosing Party”shall mean Honeywell with respect to Confidential Information provided hereunder by Honeywell to Supplier and Supplier as to Confidential Information provided hereunder by Supplier to Honeywell.3. Nondisclosure and Non-Use of Confidential Information.(a) Recipient agrees not to disclose the Confidential Information disclosed to it by the other party to third parties or to Recipient's employees, except employees of Recipient who are required to have the Confidential Information in order to carry out the contemplated purposes described in Section 3(b) below and who are similarly bound in writing. Recipient agrees to use the same degree of care that it uses to protect its own confidential information of similar importance, but in no event less than reasonable care, to prevent the unauthorized use, disclosure or dissemination of Confidential Information of the disclosing party. Notwithstanding this Section 3(a), Recipient may disclose Confidential Information if required pursuant to a court order; provided, that Recipient has notified the disclosing party immediately upon learning of the possibility of any such court order and has given the disclosing party a reasonable opportunity (and cooperated with the disclosing party) to contest or limit the scope of such required disclosure (including application for a protective order). Recipient has had or will have employees to whom Confidential Information of the other party is disclosed, sign a nondisclosure agreement, prior to such disclosure, in content substantially similar to this Agreement. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party which may come to its attention.(b)Recipient further agrees not to (i) use the Confidential Information provided to it by the other party for any purpose other than to evaluate the possibility of entering into a negotiated business relationship with the other party regarding [insert subject matter] products and/or services, (ii) derive any commercial benefit (whether direct or indirect) from such Confidential Information, and (iii) not to copy or reverse engineer any such Confidential Information.(c)Except to the extent required by law or as mutually agreed, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated by this Agreement.4. Return of Materials. Any materials or documents which have been furnished to Recipient by the disclosing party shall be promptly returned, accompanied by all copies of such documentation, upon the earlier of (a) ten (10) days after receipt by Recipient of a written notice from the disclosing party requesting the return of the disclosing party'sConfidential Information or (b) the decision by either party not to enter into the transaction referred to in this Agreement.5. No Rights Granted. Nothing in this Agreement is intended to grant any rights under any patent, trade secret or copyright of the disclosing party to Recipient, nor shall this Agreement grant Recipient any rights in or to the disclosing party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the proposed business relationship between the parties. Neither exchange of Confidential Information nor discussions between the parties will be construed as an encouragement, inducement or commitment to expend funds in anticipation of entering into a business relationship, including but not limited to funds expended for business development or product development or research efforts.6. Continuing Obligation. Whether or not the business relationship described in Section 3(b) is consummated, unless otherwise mutually agreed in writing, Recipient's nondisclosure and non-use obligations hereunder with respect to each item of Confidential Information shall terminate five (5) years from the date of the receipt thereof by Recipient.7. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York. and shall benefit and be binding upon the parties hereto and their respective successors and assigns. The federal and state courts within the State of New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.8.Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party's business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to seek injunctive relief against the breach or threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.9.Validity. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future state or federal laws or rules and regulations promulgated thereunder effective during the term hereof, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.10.Successors and Assigns. Neither this Agreement nor any rights or obligations of either party under this Agreement shall be transferable or assignable by that party without the prior written consent of the other party, and any attempted transfer or assignment of this Agreement by either party not in accordance herewith shall be null and void.Notwithstanding the foregoing, either party may assign this Agreement without the prior written consent of the other party: (a) to any entity that controls, is controlled by, or is in common control with the assigning party or (b) to any successor in interest to the assigning party. Without the written consent of the other party, no such assignment shall release the assigning party from any of its obligations under this Agreement.10. Miscellaneous. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.HONEYWELL: SUPPLIER:H ONEYWELL I NTERNATIONAL I NC. [SUPPLIER]By: _______________________________ By: _____________________________ Name: _____________________________ Name: ___________________________ Title: ______________________________ Title: ____________________________。
客户与工厂之间双向签订保密协议Mutual NDA
Confidential Disclosure AgreementTHIS AGREEMENT is dated and madeBETWEEN(1) Just Global Card Co., Limited whose registered office or principal place of business is at Dongguan City, Guangdong Provice, China.and(2) , a company whose registered office is at (the “Other Party”).WHEREAS(A) The Company is a manufacturer of PVC inlays, PVC card products and is the owner ofconfidential information and intellectual property rights relating thereto.(B) The Other Party is andis looking to use the Company’s PVC inlay into their products.(C) The parties are willing to disclose confidential information to each other solely for the purpose ofevaluation in connection with development of products (the “Discussion Matters”).In consideration of their mutual promised herein, the parties agree as follow:1. This Agreement will apply to all information disclosed by the Company or the Other Party tothe other in the course of their discussions concerning the Discussion Matters, whether such disclosure occurred prior to the date of this Agreement or occurs on or after the date of this Agreement (hereinafter referred to as “Confidential Information”). Confidential Informationwill not, however, include information that (a) was already known to receiving party at thetime it was disclosed through no wrongful act of the receiving party, (b) has become publicly known through no wrongful act of the receiving party, (c) has been rightfully received from a third party without restriction on the disclosure and without breach of an obligation ofconfidentiality to the disclosing party, (d) has been independently developed by the receiving party without breach of this Agreement, (e) has been approved for release by writtenauthorization of the disclosing party or (f) is regularly furnished by the disclosing party tothird parties without similar restrictions on disclosure by one to the other of Confidential Information, at the time as to disclosure of written Confidential Information that is nototherwise so marked, and within ten (10) days after oral disclosure.2. The Company an d the Other Party mutually agree to hold each other’s ConfidentialInformation in strict confidence and not to disclose such Confidential Information to any third party except as permitted herein. The Company and the Other Party may disclose each other’s C onfidential Information to their respective responsible employees, but only to the extent necessary to evaluate and conduct the business for which the ConfidentialInformation was disclosed. The Company and the Other Party agree to instruct all such employees not to disclose such Confidential Information to third parties without the prior written permission of the party disclosing such Confidential Information.3. The Company and the Other Party agree not to use the Confidential Information for anypurpose other than to evaluate and conduct the business of the Discussion Matters and specifically agree not to use the Confidential Information for any competitive purpose or in any manner that damages the party disclosing the Confidential Information.4. The Company and the Other Party acknowledge that all Confidential Information of thedisclosing party will be owned by the disclosing party and that the unauthorized disclosure or use of such Confidential Information could cause irreparable harm and significant injury that may be difficult to ascertain. Accordingly, the Company and the Other Party agree that the disclosing party will have the right to seek an immediate injunction enjoining any breach of the Agreement.5. Upon the written request of either party, the receiving party will return to the disclosing partyall items containing Confidential Information and all copies thereof.6. Nothing contained in this Agreement will be construed as granting to any third party,including the receiving party here under, any rights by license or otherwise, to anyConfidential Information disclosed pursuant to this Agreement.7. This Agreement contains the entire agreement of the parties hereto with respect to thesubject matter hereof superseding in their entirety all prior agreements or understandings between the parties with respect to such subject matter, may be amended only by a writing signed by both parties, will be binding upon and inure to the benefit of, as applicable, the respective successors, assigns, heirs, administrators and executors of the parties, and willbe governed by Chinese law.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date written above.Just Global Card Co., LimitedSigned:____ ______ ____ ________ Signed:___________ ____________ Name:_ ___________ ___ Name:_______________ _________ Title:___ Title:______________ ____ __ ____ Date:__ __ ______ __ Date:________________ ____ ____。
N保密协议中英文
NDA保密协议中英文MUTUAL NON-DISCLOSURE AGREEMENT保密协议This Mutual Non-Disclosure Agreement(this “Agreement”) entered into this ___________by and betweenName:Company:Address:(Hereinafter referred to as the "Company")AndName:SophyCompany:SHENZHEN LIGHT VENUS ELECTRONICS FACTORYAddress:Building 6, Shayi Western Industrial Zone, ShaJing BaoAn,(Hereinafter referred to as the "Participant").Company and Participant are each a disclosing Party ("Discloser") and a receiving Party ("Recipient") under this Agreement, and collectively the “Parties”本保密协议（以下通称本“协议”）由 Name ，一家公司，地址为： Address (以下通称“公司”) 与 name ，一家中国公司，地址为：（以下通称“参与者”) 签订。
公司与参与者互为本协议下的披露方与接受方，以下通称协议双方。
WITNESSETH 兹证明：WHEREAS each of Company and the Participant possess certain proprietary valuable and confidential information and technology; 鉴于，公司与参与者均拥有某些专有的、有经济价值且秘密的信息和技术；WHEREAS the Parties desire to enter into discussions for the purpose of evaluating the possibility of cooperation in China and for such other purposes as the Parties may agree in writing 鉴于，协议双方为探求在中国境内合作的可能性以及协议双方书面同意的其他目的拟进行商谈；WHEREAS in order to determine their interest in entering into such a business transaction, the Parties wish to exchange or to provide one another with access to their respective “Confidential Information” (as defined below), without underminingits confidential nature and economic value;鉴于，为确定各自在合作交易中的利益，在不破坏其机密性和经济价值的前提下，协议双方愿意相互交换或向对方提供各自拥有的保密信息（定义见下文）；NOW THEREFORE, in consideration of the mutual undertakings and promises herein, the parties hereto hereby agree as follows: 因此，基于如下相互的保证和承诺，协议双方达成如下条款：1. Confidential Information(保密信息 )1.1 The term "Confidential Information" means any and all information and know-how of a proprietary, private, secret or confidential nature, in whatever form, that relates to the business, financial condition, technology and/or products of the Discloser, its customers, potential customers, suppliers or potential suppliers, provided or disclosed to the Recipient by the Discloser, or any on its behalf, or which otherwise becomes known to the Recipient, whether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustration and not limitation, Confidential Information includes all forms and types of financial, business, technical, including but not limited to specifications, designs, techniques, processes, procedures, methods, compilations, inventions and developments, products, samples, algorithms, computer programs,data, marketing and customer information, vendor information, personal information, projections, plans and reports, and any other data, documentation, or information related thereto, as well as improvements thereof, whether in tangible or intangible form, and whether or not stored, compiled or memorialized in any media or in writing, including information disclosed as a result of any visitation, consultation or information disclosed by Parties to this Agreement or other parties on their behalf such as consultants, clients, suppliers and customers, etc. The Discloser shall determine in its sole discretion what information and materials it shall disclose to the Recipient. 1.1 “保密信息”是指任何及所有专有的、私有的、秘密的或机密性质的，无论以何种形式，与披露方及其客户、潜在客户、供应商或潜在供应商的业务、财务状况、技术和/或产品相关的资料和技术。
NDA
Mutual Non-Disclosure Agreement010111In order to protect certain confidential information that may be disclosed between AA Corporation and its subsidiaries (“AA ”) and the company identified below and its subsidiaries (“Company”), the parties agree to the following terms and conditions to cover disclosure of the Confidential Information described below:1. Effective Date : This Agreement is effective as of the date on which AA signs the Agreement (“Effective Date”).2. Description of Confidential Information : The term “ConfidentialInformation” as used herein means any and all confidential informationthat is disclosed by one party (“Discloser ”) to the other party(“Recipient ”), including, but not limited to, matters of a technical naturesuch as trade secret processes or devices, techniques, data, formulas, inventions (whether or not patentable), specifications and characteristics of products planned or being developed, and research subjects, methods and results; matters of a business nature such as information about costs, margins, pricing policies, markets, sales, suppliers, customers, productplans and marketing plans or strategies; and other information of a similarnature. Confidential Information expressly includes (a) informationdisclosed as a result of the parties’ discussions, and that which shouldreasonably have been understood by Recipient, because of legends orother markings, the circumstances of disclosure, or the nature of theinformation itself, to be confidential to Discloser; (b) any and allinformation inherent in the Confidential Information, including informationmade available to Discloser by third parties that Discloser is required tomaintain confidential; (c) the existence and terms of this Agreement; and (d) any and all information derived from the Confidential Information. 3. Use of Confidential Information : Recipient may only use theConfidential Information for the sole purpose of discussions relating to thepurchase of a 5 Belt Rolling Road System (“Purpose”).4. Exclusions : This Agreement imposes no obligation upon Recipient with respect to information that (a) is or becomes publicly availablewithout breach of this Agreement; (b) can be shown by documentation tohave been known by the Recipient at the time of its receipt from Discloserand was not acquired, directly or indirectly, from Discloser; (c) is receivedin good faith by Recipient from a third party without a duty ofconfidentiality; (d) is disclosed by Discloser to a third party without restrictions similar to those contained herein; or (e) can be shown by documentation to have been independently developed by or for Recipient without use of the Confidential Information. 5. Governmental Authority/Court Orders : Recipient may disclose orproduce any Confidential Information if and to the extent required by anycourt or governmental authority, provided that Recipient promptly notifies(unless otherwise prohibited by law) the Discloser of such obligation sothat the Discloser may appear, object, and obtain a protective order orother appropriate relief regarding such disclosure. In any event,Recipient shall disclose only that portion of the Confidential Informationthat, in the opinion of its legal counsel, is legally required to be disclosedand will exercise reasonable efforts to ensure that any such informationso disclosed will be accorded confidential treatment by such court orgovernmental authority.6. Restrictions/Standard of Care : Except as may be authorized by Discloser in writing, Recipient will (a) copy the Confidential Information only as reasonably required for the Purpose specified above; (b) not disclose or otherwise make available the Confidential Information to any third party except as permitted under this Agreement; (c) not reverse engineer, decompile or disassemble any Confidential Information; (d) notremove or obliterate markings on Confidential Information indicating its proprietary or confidential nature; (e) make the Confidential Information available only to those of its employees, agents, attorneys, consultants and other representatives (“Representatives”) who have a need to know the same for the Purpose, and who are bound by obligations at least as restrictive as those contained in this Agreement and the Recipient agrees and shall be responsible for any breach of this Agreement by any of its Representatives; and (f) comply with all applicable laws, including but notlimited to U.S. export laws, relating to the use, disclosure, copying, dissemination and distribution of any Confidential Information. Recipient shall protect Discloser’s Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as Recipient uses to protect its own Confidential Information.7. No License Granted or Non-Compete : Neither party acquires any intellectual property rights under this Agreement except the limited right to use the Confidential Information in accordance with this Agreement. All Confidential Information shall remain the property of the Discloser. This Agreement will not be construed as a non-competition agreement, an allocation of markets, or other restriction on either party’s ability to develop or market products or services.8. Warranties : Each party warrants that is has the authority to enterinto this Agreement and make the disclosures. Neither party makes anyother warranties with respect to this Agreement.9. No Obligation/Independent Contractors : Neither party has an obligation under this Agreement to purchase any product or service from the other party or to offer for sale products using or incorporating the Confidential Information. No agency or partnership relationship is created in this Agreement. 10. Term of Agreement and Termination : The term of this Agreementis twelve (12) months from the Effective Date unless either partyterminates this Agreement by giving the other party written notice.However, the obligations of this Agreement shall survive termination forthe period described in paragraph 11. Upon Discloser ’s written request,Recipient will either destroy and provide an officer’s certificate thatcertifies such destruction or promptly return to Discloser all thosematerials which comprise Confidential Information and any copies, excepta single archival copy which may be held by Recipient’s attorney.11. Duration of Obligations : A Recipient’s obligations under thisAgreement expire four (4) years after the last receipt of Discloser’sConfidential Information. Notwithstanding the above, Recipient’sobligations regarding Confidential Information that constitutes tradesecrets (as defined by the Uniform Trade Secrets Act) shall not expire orterminate until such Confidential Information ceases to be a trade secret. 12. Choice of Law : Each party hereby acknowledges that thisAgreement is made under, and will be construed according to the laws ofthe State of Minnesota, excluding its conflict of laws rules. The prevailingparty in any such action shall be entitled to recover its costs andexpenses thereof, including reasonable attorneys’ fees.13. Entire Agreement and Amendments : This Agreement constitutes the entire agreement of the parties and supersedes all other agreements and undertakings, whether written or oral, between the parties withrespect to the subject matter of this Agreement. No addition ormodification to this Agreement shall be effective unless made in writingand signed by both parties.14. Severability: If any provision of this Agreement is held to be invalid,illegal or unenforceable, the validity, legality and enforceability of theremaining provisions will not in any way be affected or impaired thereby,unless the deletion of such provision or provisions results in such amaterial change so as to cause completion of the transactionscontemplated herein to be unreasonable.15. Assignment : Either party may assign its rights or delegate itsobligations under this Agreement by giving written notice to the other party and upon such assignment, the obligations imposed by this Agreement on Recipient shall be binding on any assignee, transferee, successor, receiver or representative of Recipient.16. Injunctive Relief: The Recipient acknowledges and agrees that a breach of the Discloser ’s confidentiality obligations may cause irreparable harm to the Discloser, the extent of which would be difficult to ascertain. The Recipient agrees that, in addition to any other remedies to which the Discloser may be legally entitled, the Discloser will have the right to seek immediate injunctive relief from a court of competent jurisdiction in the event of a breach by the Recipient.17. Notices: All notices relating to this Agreement will be in writing and addressed to the respective address of AA or the Company set forth below and will be considered given when (a) delivered personally; (b) sent by commercial overnight courier with written verification receipt; or (c) confirmed e-mail.IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be signed by their duly authorized representatives.AA:*** Signature: Name: Title:Date: **********Signature: ____________________________________ Name: ____________________________________ Title: ____________________________________ Date: ____________________________________。
保密协议NDA中英文
保密协议NDA中英文保密协议（NDA）中英文保密协议（NDA）是一份合同，用于确保双方在共享、交换敏感信息时保持信息的机密性。
本文将为您提供一份保密协议（NDA）的中英文范本。
Confidentiality Agreement (NDA)This Confidentiality Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date") by and between:________________________________________________ [Name of Party Disclosing Confidential Information], a company organized and existing under the laws of [Jurisdiction] and having its principal place of business at [Address] (the "Disclosing Party"), and________________________________________________ [Name of Party Receiving Confidential Information], a company organized and existing under the laws of [Jurisdiction] and having its principal place of business at [Address] (the "Receiving Party").The Disclosing Party and the Receiving Party shall collectively be referred to as the "Parties".WHEREAS, the Parties desire to explore a businessopportunity/project/event [Description of Opportunity/Project/Event] (the "Purpose of Disclosure") which may require the exchange and disclosure of certain confidential information;NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:1. Definition of Confidential InformationThe term "Confidential Information" as used in this Agreement shall mean any and all information, in whatever form, tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, including but not limited to:1.1 Trade secrets, designs, ideas, concepts, know-how, techniques, processes, formulas, inventions, patents, copyrights, trademarks, and any other intellectual property;1.2 Financial, commercial, technical or marketing information relating to the Disclosing Party's business operations;1.3 Information regarding the Disclosing Party's customers, suppliers, contractors, and other related third parties;1.4 Any other information identified by the Disclosing Party as confidential at the time of disclosure, or which, under the circumstances of disclosure, would be understood by a reasonable person to be confidential.2. Obligations of the Receiving Party2.1 The Receiving Party shall hold the Confidential Information in strict confidence, using the same degree of care and security measures as it uses toprotect its own confidential information of a similar nature, but not less than a reasonable standard of care.2.2 The Receiving Party shall not disclose the Confidential Information to any third party, except as expressly permitted in writing by the Disclosing Party.2.3 The Receiving Party shall use the Confidential Information solely for the Purpose of Disclosure and shall not use it for any other purpose without the prior written consent of the Disclosing Party.3. Exceptions to ConfidentialityThe obligations of confidentiality set forth in this Agreement shall not apply to any Confidential Information that:3.1 Was known to the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by written records;3.2 Is or becomes part of the public domain through no fault of the Receiving Party;3.3 Is disclosed to the Receiving Party by a third party without any obligation of confidentiality;3.4 Is independently developed by the Receiving Party without reference to or use of the Confidential Information;3.5 Is required to be disclosed by a court, administrative agency, or regulatory body, provided that the Receiving Party provides prompt notice to the Disclosing Party before making such disclosure.4. Return or Destruction of Confidential Information4.1 Upon the written request of the Disclosing Party, or upon the termination of this Agreement, whichever occurs earlier, the Receiving Party shall promptly return or destroy all copies of the Confidential Information, including any notes, summaries, or analyses derived therefrom.4.2 Notwithstanding the above, the Receiving Party may retain copies of the Confidential Information solely for its legal and archival purposes.5. Term and TerminationThis Agreement shall commence on the Effective Date and shall remain in effect until [Duration], unless terminated earlier by either Party upon [Notice Period]. The obligations of confidentiality set forth herein shall survive the termination of this Agreement.6. Governing Law and Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be resolved through amicable negotiations. In the event that the Parties are unable to resolve such dispute amicably within [Time Period], either Party may refer the dispute to mediation or arbitration in accordance with the laws of [Jurisdiction].7. Entire AgreementThis Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.IN WITNESS WHEREOF, the Parties hereto have caused this Confidentiality Agreement to be executed by their duly authorized representatives as of the Effective Date.[Name of Disclosing Party]______________________________[Title][Date][Name of Receiving Party]______________________________[Title][Date]。
法律英语 缩略词
MNDA Mutual Non-Disclosure Agreement 双方保密协议NDA Non-disclosure agreement 保密协议LOI Letter of Intent 意向书CA Confidentiality Agreement 保密协议PA Partnership Agreement 合伙协议BR Board Resolution 董事会决议AOA Articles of Association 公司章程AOI Articles of Incorporation 公司章程GPA General Power of Attorney 一般授权委托书LPA Limited Power of Attorney 有限授权委托书MOU Memorandum of Understanding 谅解备忘录SC Stock Certificate 股票证明PO Purchase Order 订单B/L Bill of Lading 提单L/C Letter of Credit 信用证K Contract 合同ODI Oversea Direct Investment 境外直接投资QDII Qualified Domestic Institutional Investors 合格境内机构投资者QFII Qualified Foreign Institutional Investors 合格的境外机构投资者QDLP Qualified Domestic Limited Partners 合格境内有限合伙人QFLP Qualified Foreign Limited Partner 合格境外有限合伙人QDIE Qualified Domestic Investment Enterprises 合格境内投资企业FDI Foreign Direct Investment 外商直接投资FIE Foreign Invested Enterprise 外商投资企业DD Due Diligence 尽职调查MA Merger& Acquisition 并购IPO Initial Public Offerings 首次公开发行股票NDA Non-disclosure agreement 保密协议VC Venture Capital Investment风险投资PE Private Equity基金BP Business Plan 商业计划CP Conditions Precedent 先决条件CS Conditions Subsequent 后决条件MAE Material Adverse Effec重大不利事件MAC Material Adverse Change 重大不利变化R&W Representations and Warranties 陈述和保证MOE Merger Of Equals 平行类型并购A/R Account Receivable 应收款项A/P Account Payable应付款项IPR Intellectual Property Right 知识产权AGM AnnualGeneral Meeting) 年度股东大会EGM Extraordinary General Meeting特别股东大会BVI British Virgin Islands 离岸公司MNEs Multinational Enterprises 跨国公司GAAP 一般公认会计准则SEC 美国证券交易委员会GSP 普惠制GATT 关贸总协定ATS 服务贸易总协定APEC 亚太经合组织IMF 国际货币基金组织MOFCOM 商务部UCC 统一商法典CISG 联合国国际货物销售合同公约ICSID 国际投资争端解决中心UCP 跟单信用证统一规则CJ 首席法官。
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Mutual Non-Disclosure AgreementEach undersigned party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to (i) [specific business information to be disclosed] in conjunction or (ii) the Disclosing Party's business (including, without limitation, computer programs, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not) schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information), which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.Notwithstanding the foregoing, nothing will be considered "Proprietary Information" of the Disclosing Party unless either (1) it is first disclosed in tangible form and is conspicuously marked "Confidential," "Proprietary" or the like or (2) it is first disclosed in nontangible form and orally identified as confidential at the time of disclosure and is summarized in tangible form conspicuously marked "Confidential" within 30 days of the original disclosure.In consideration of the parties' discussions and any access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Receiving Party hereby agrees as follows:1. Use of Proprietary Information. The Receiving Party agrees:a. to hold the Disclosing Party's Proprietary Information inconfidence and to take reasonable precautions to protect suchProprietary Information (including, without limitation, allprecautions the Receiving Party employs with respect to itsconfidential materials),b. to not divulge any such Proprietary Information or any informationderived therefrom to any third person (except consultants, subjectto the conditions stated below,c. not to make any use whatsoever at any time of such ProprietaryInformation except to evaluate internally whether to enter into thecurrently contemplated agreement with the Disclosing Party; andd. not to copy or reverse engineer any such Proprietary Information.Any employee or consultant given access to any such Proprietary Information must have a legitimate "need to know" and shall be similarly bound in writing. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (i), (ii), (iii) and (iv) shall not apply to any information that the Receiving Party can document (1) is (or through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (2) was in its possession or known by it prior to receipt fromthe Disclosing Party, or (3) was rightfully disclosed to it by a third party without restriction, provided the Receiving Party complies with any restrictions imposed by the third party, or (4) was independently developed without use of any Proprietary Information of the Disclosing Party by employees of the Receiving Party who have had no access to such information. The Receiving Party may make disclosures required by court order, provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.2. Return of Proprietary Information. Immediately upon (i) the decision by either party not to enter into the agreement contemplated by paragraph 1, or (ii) a request by the Disclosing Party at any time (which will be effective if actually received or three days after mailed first class postage prepaid to the Receiving Party), the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof.3. Disclosure. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated between the parties.4. Miscellaneous. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, attorneys' fees, in connection with any breach or enforcement of the Receiving Party's obligations hereunder or the unauthorized use or release of any such Proprietary Information. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the State of [____] without regard to the conflicts of law provisions thereof. This Agreement supersedes all prior discussions and writing and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys' fees. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver. This Agreement shall be construed as to its fair meaning and not strictly for or against either party.In witness whereof, the parties have executed this Agreement as of the __________ day of __________, 200__.By: By:Title: Title:。