NDA保密协议范本-英文

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NDA保密协议(中英文)

CONFINDENTIALITY AGREEMENTFOR XXX CO., LTD.上海恒润数码影像科技有限公司保密协议This CONFIDENTIALITY AGREEMENT is made and effective on the [ ] day of [ ], 2006 by and between XXX CO., LTD. (hereinafter referred to as OWNER) and someone who was transmitted the proprietary information by OWNER (hereinafter called RECIPIENT).本保密协议由XXX有限公司（以下简称“所有方”）与保密信息的接受方（以下简称“接受方”），于2006年[ ]月[ ]日共同签署。

OWNER:Legal Representative:Address:所有方：法定代表人：地址：RECIPIENT:Legal Representative:Address:接受方：法定代表人：地址：Both OWNER and RECIPIENT agree as follows:所有方与接受方达成如下协议：1. Confidential Information保密信息1.1 OWNER’s Confidential Information is any information which OWNER identifies asconfidential and delivers to RECIPIENT orally, in writing or by any other media, or allows RECIPIENT to observe at OWNER’s facilities which relates to OWNER’s business, including but not limited to drawings, specifications, production schedules, marketing, application, test data, manufacturing lines, processes, machine tools, samples or the like with the following exceptions:本协议所称保密信息指：所有方认为应当保密的通过口头、书面或者其他媒体途径披露给接受方，或者由接受方利用所有方的设备亲自获取的，与所有方业务有关的所有信息，包括但不限于：图纸、规格、生产计划、市场、申请书、文本数据、生产流程、工艺、设备工具、样品及其他类似信息，但以下情况中获得的信息除外：a) Information that is explicitly approved for release by OWNER所有方明确公开的信息b) Information that was already known by RECIPIENT, as shown by RECIPIENT’s writtenrecords, prior to receiving the information from OWNER or is given to RECIPIENT by a third party through no wrongful act on the part of RECIPIENT or the third party.在所有方向接受方披露之前，披露方的书面记录中已经显示的信息，或者由第三方通过合法途径获得并以合法方式披露给接受方的信息；c) Information that is known or available to the general public.众所周知的信息。

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。

保密协议合同英文模板

保密协议合同英文模板NON-DISCLOSURE AGREEMENT (NDA)THIS AGREEMENT is made on [Insert Date] between [Insert Your Company Name], a company incorporated under the laws of [Insert Jurisdiction], having its registered office at[Insert Company Address] (hereinafter referred to as "Discloser"), and [Insert Recipient's Name], an individualwith the address at [Insert Recipient's Address] (hereinafter referred to as "Recipient").1. Purpose of Disclosure:The Discloser intends to disclose certain confidential and proprietary information to the Recipient for the purpose of [Insert Purpose of Disclosure, e.g., business cooperation, potential partnership, employment consideration, etc.].2. Confidential Information:For the purposes of this Agreement, "Confidential Information" shall include any and all information disclosedby the Discloser to the Recipient, whether in written, oral, graphical, electronic, or any other form, and whether or not marked as "Confidential" or "Proprietary," that is related to the Discloser's business, including but not limited to:a. Trade secrets, know-how, business plans, and strategies;b. Financial, marketing, and operational data;c. Customer and supplier lists and information;d. Technical data, research, and development information;e. Any other information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.3. Obligations of Recipient:The Recipient agrees:a. To hold in confidence and protect the Confidential Information using the same degree of care as the Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;b. Not to disclose any Confidential Information to any third party without the Discloser's prior written consent;c. Not to use the Confidential Information for any purpose other than the Purpose of Disclosure without the Discloser's prior written consent;d. To limit access to the Confidential Information to those employees or affiliates who need to know such information for the Purpose of Disclosure and to ensure that such employees or affiliates are aware of and agree to comply with the obligations imposed by this Agreement; ande. To promptly notify the Discloser if it becomes aware of any unauthorized use or disclosure of the Confidential Information.4. Exclusions from Confidentiality:The obligations set forth in Section 3 shall not apply to any Confidential Information that:a. Was known to the Recipient prior to the date ofdisclosure by the Discloser;b. Becomes publicly known through no fault of the Recipient;c. Is rightfully obtained by the Recipient from a third party without any obligation of confidentiality;d. Is approved for release in writing by the Discloser; ore. Is independently developed by the Recipient without use of or reference to the Confidential Information.5. Duration of Agreement:This Agreement shall remain in effect until [Insert Duration, e.g., two (2) years from the date of disclosure], unless otherwise terminated by either party.6. Return of Information:Upon the Discloser's request or expiration or termination of this Agreement, the Recipient shall promptly return to the Discloser all documents and materials containing orreflecting any Confidential Information and shall not retain any copies thereof.7. Remedies for Breach:The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Discloser for which monetary damages may be an inadequate remedy. Accordingly, the Discloser shall be entitled to seek injunctive relief in the event of such a breach, in addition to all other remedies available at law or in equity.8. Entire Agreement:This Agreement constitutes the entire understanding betweenthe parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.9. Governing Law:This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of laws provisions.10. Counterparts:This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first written above.Discloser: [Insert Your Company Name]By: [Insert Authorized Signatory's Name]Date: [Insert Date]Recipient: [Insert Recipient's Name]Date: [Insert Date]。

英文保密协议东西NDA Template

NON-DISCLOSURE AGREEMENTAGREEMENTBETWEEN:AND: NAME ADDRESS(with each entity hereinafter called “the Party” and both entities called “theParties”).RECITALSA. Whereas the Parties wish to pursue discussions concerning investment orother joint venture opportunities.B. Whereas, during the course of discussions it may become desirable ornecessary for the Parties to disclose to each other certain technical orbusiness information of a proprietary or confidential nature, hereinafterreferre d to as “Commercial-In-Confidence Information” (CICI), and whereas,the Parties hereto are willing to provide for the conditions of such disclosureof CICI and the rules governing the use and the protection thereof. AGREEMENT1. DefinitionsAs used in this Agreement the term “Commercial-In-Confidence Information” (CICI) shallmean any information or data disclosed by either party to the other, pursuant to thisAgreement, either in writing or orally, subject to the conditions set forth hereafter, andincluding without limitations any written or printed documents, samples, models, or any meansof disclosing such CICI that the parties may agree and elect to use during the life of thisAgreement.2. Secrecy Undertaking2.1. The information disclosed by either Party hereunder shall be deemed not to be CICI if:2.1.1 it was already in the public domain at the time of its disclosure hereunder, or becomesthereafter public knowledge other than through an act or negligence of either party; or2.1.2 it is rightfully obtained at any time by either party or from other sources without restrictions inrespect of disclosure or use.2.2. Any information or data in whatever form disclosed by either Party to the other and which isdesignated as CICI by the disclosing Party with an appropriate stamp, legend or any othernotice in writing, or when disclosed orally, has been identified as CICI at the time of disclosureand has been promptly (thirty (30) days at the latest) confirmed and designated in writing asCICI of the disclosing Party, shall be subject to the relevant terms and conditions of thisAgreement.2.3. The receiving Party hereby covenants that, for a period of five (5) years from the effective dateof the Agreement, the Commercial-In-Confidence Information received from the disclosingParty shall:2.3.1 be protected and kept in strict confidence by the receiving Party which must use the samedegree of precaution and safeguards as it uses to protect its own CICI of like importance, butin no case any less that reasonable care;2.3.2 be only disclosed to and used by those persons within the receiving Party’s organization whohave a need to know, and solely for the purpose specified in this Agreement;2.3.3 not be used in whole or in part for any purpose other than the purpose of the Agreementwithout the prior written consent of the disclosing Party;2.3.4 neither be disclosed or caused to be disclosed whether directly or indirectly to any third party;and2.3.5 neither be copied, nor otherwise reproduced or duplicated in whole or in part where suchcopying, reproduction or duplication has not been agreed upon in writing by the disclosingParty.2.4. Any CICI and copies thereof disclosed by either Party to the other shall remain the property ofthe disclosing Party.2.5. It is expressly understood and agreed by the Parties hereto that the disclosure and provisionof CICI under this Agreement by either Party to the other shall not be construed as granting tothe receiving Party any rights whether express or implied by licence or otherwise on thematters, invention, discoveries to which such CICI pertains or any copyright, trademark ortrade secret rights.3. Termination3.1. This Agreement including all rights and obligations of the Parties hereto except the obligationsspecified in Paragraph 3.3. below may be terminated by operation of law and without demandby either Party at any time on thirty (30) days prior written notice to the other.3.2. Unless earlier terminated as aforesaid in paragraph 3.1. hereof, this Agreement shall expiretwo (2) years from its effective date.3.3. The end or termination of this Agreement shall not relieve the receiving Party of complyingwith the obligations imposed by Paragraph 2.3. thereof with respect to the use and protectionof the CICI received prior to the date of the termination or end of this Agreement. Suchobligations shall continue for the period applicable as set forth in said paragraph.4. Governing Law & Jurisdiction4.1. This Agreement is governed by and is to be construed in accordance with the laws of theState of Victoria, Australia, which courts shall have non-exclusive jurisdiction over any actionarising out of this Agreement.5. Commencement5.1. This Agreement shall become effective when duly signed by the Parties and shall remaineffective for two (2) years.Dated 13th February 2013 ....................................................................... Signature of Authorised PersonName of Authorised PersonEXECUTED as an agreementSIGNED for and on behalf of NAME ....................................................................... Signature of Authorised Person ....................................................................... Name of Authorised Person。

NDA _Standard 保密协议英文版

CONFIDENTIALITY AGREEMENTby and between【】, a company incorporated under law with head office in with registration no. , hereby represented by , in his capacity as , duly empoweredhereinafter referred to as “XXX”;andCHINA STATE ENERGY ENGINEERING COPR.LTD, a company incorporated under China law with head office in Shanghai with registration no. 91310000100006397Jhereinafter referred to as “CSEEC”;hereinafter jointly referred to as the “Parties” or individually as the “Party”Whereasi.The Parties have both expressed an interest in evaluating business opportunities in the energysector;ii.For the purpose of evaluating business opportunities in the energy sector (the "Permitted Purpose"), the Parties intend to make available to each other certain Confidential Information (as defined in clause 2 below) at the terms of and subject to the conditions set out in thisconfidentiality agreement (the "Confidentiality Agreement");Now therefore,the Parties agree as follows:Art. 1 – Recitals and attachments1.1The recitals and the attachments in and to this Confidentiality Agreement represent an integral andsubstantial part of the same.Art. 2 – Confidential Information2.1 For the purposes of this Confidentiality Agreement, confidential information (“Confidential Information”) means:a)this Confidentiality Agreement;b)all information, including, among other, acts, documents, news, data, knowledge, know-how,designs, models, graphic representations which the Parties will come in possession of either directly or indirectly also through its own representatives as hereinafter defined, in the course and for the purpose of carrying out the activities indicated in the recitals, verbally or in writing or physically transmitted, printed on paper and/or in a visual, electronic, magnetic medium or any by other means;c)all analyses, evaluations, technical documentation and other documents of any nature whatsoever,reproduced on any kind of medium, also electronic media, prepared or originated by the Parties (or their Representatives) which directly include or reproduce the information under the foregoing paragraph;d)all information that the Parties shall define as such;e)all subsequent processing and/or modifications carried out on the basis of said ConfidentialInformation.2.2 The Parties mutually agree that the following will not be considered Confidential Information:a)information which at the moment of its disclosure is, or subsequently becomes generally availableto (through no act or omission on the part of the Parties or on the part of one of their Representatives or in any case for breaching this Confidentiality Agreement) the public domain following publication or through other means of communication;b)information which the Parties can demonstrate was already in their possession at the moment itwas placed at their disposal and that it was not acquired, either directly or indirectly, breaching any legal, contract or fiduciary obligation on the part of the supplier of said information;c)information which, while respecting the law and without breaching the provisions set forth in thisConfidentiality Agreement, has been made available to the Parties without any covenant of confidentiality from a source different from the Parties and their Representatives provided said source represents not being bound by any covenant of confidentiality with the Parties, or company of the group which the Parties are part of or which they are in charge of, or of any other covenant of confidentiality and, in any case, not having acquired said information breaching any legal, contract or fiduciary obligation;d)information the disclosure of which was previously authorized in writing by the disclosing Party.Art. 3 – Confidentiality Obligations3.1 The Parties, also on behalf of their Representatives (as defined below), undertake to keep all Confidential Information confidential and not to disclose Confidential Information to anyone, save to the extent permitted by clause 3.3 below and to ensure that all Confidential Information is protected with adequate security measures so as to prevent any access to Confidential Information by any person not qualifying under clause 3.3 below.3.2 The Confidential Information may be utilized solely and exclusively for the Permitted Purpose.3.3 The Parties may disclose the Confidential Information solely and exclusively to its own (and its subsidiaries’) directors, employees or consultants involved in the activities indicated in the recitals who will have an effective and concrete necessity to know said inf ormation (“Representatives”). The Confidential Information shall only be disclosed if such Representative has agreed in writing vis-à-vis the other Party to be bound by the terms and conditions of this Confidentiality Agreement. The Party disclosing the Confidential Information to its Representatives shall remain responsible for the compliance of this Confidentiality Agreement by the respective Representative. In the case of any violation, such Representative shall be held jointly and separately liable with the Parties. The Parties must ensure that their Representatives comply with the terms of this Confidentiality Agreement and that they take on the relative obligation before the Confidential Information is disclosed to the respective Representative. Further, the Parties may disclose the Confidential Information to any person to whom information is required or requested to be disclosed (i) by any governmental or other regulatory authority or similar body having jurisdiction over the respective Party or (ii) pursuant to the rules of any stock exchange on which securities of the respective Party are traded or (iii) pursuant to any mandatory law or regulation, such Confidential Information as is required or requested to be disclosed.3.4 Without prejudice to the confidentiality obligations under this Confidentiality Agreement, the Parties mutually undertake to promptly inform in writing the other Party (i) of any breach by a Representative of its obligations under an agreement delivered under clause 3.3 promptly upon it has obtain actual knowledge thereof; and (ii) if any Confidential Information must be disclosed according to any applicable law or regulation or any order by a competent court, governmental, supervisory or regulatory body. The Parties also undertake (to the extent permitted by law or regulation) to consult and cooperate with the other Party concerning the timing and contents of the disclosure under clause 3.3, as well as any action whatsoever that the relevant Party may reasonably intend to take in order to contest the legitimacy of the request of disclosure; the Parties also mutually agree that all disclosures due to applicable law or regulation or any order by a competent court, governmental, supervisory or regulatory body shall be limited to the minimum part of the Confidential Information required by the law or regulations, such that the obligation on the part of the Parties can be considered legitimately satisfied.3.5 Notwithstanding the provisions stated in clause 3.4 above, should a Party lose, reveal or allow the disclosure of Confidential Information to third parties without prior written approval or in breach of this Confidentiality Agreement, it must immediately inform the other Party thereof and undertake all and appropriate actions necessary to recover the Confidential Information which was lost or improperly revealed to third parties.3.6 In any case, the Confidential Information will not be published to the general public. In the event some of the results obtained through the activities indicated in the recitals are to be published by a Party, said publication must first be authorized by the other Party.3.7 The Receiving Party shall not use any Confidential Information for any purposes except those expressly contemplated hereby or as authorized by the Disclosing Party.Art. 4 – Return of Documentation4.1 A Party must, upon the other Party’s request, (i) return, arrange the return, destroy or permanently erase all the Confidential Information, without keeping any copies whatsoever and (ii) use all reasonable endeavors to ensure that anyone to whom the Party has supplied Confidential Information destroys or permanently erases such Confidential Information. Upon a Party’s request, the other Party must confirm in writing that all the Confidential Information, including Confidential Information which has been forwarded to the Representatives, has been returned, destroyed or permanently erased. Notwithstanding the foregoing, the Parties may retain data or electronic records containing Confidential Information for the purposes of backup, recovery, contingency planning, or business continuity planning so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning, or business continuity purposes. If such data or records are restored or otherwise become accessible, the Parties agree to permanently delete them.4.2 The obligations under clause 4.1 shall not apply to the extent that the respective Party or the recipients of such Confidential Information are required to retain Confidential Information by any mandatory law or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policies ("Retained Information").4.3 Notwithstanding the return of Confidential Information pursuant to clause 4.1 above, the obligations of this Confidentiality Agreement - with regard to the Retained Information - shall remain in full force and effect and continue to be binding without limit in time (save for any limitation in time that may apply under mandatory law).Art. 5 – No Representation; Intellectual Property5.1 The Parties recognize and agree that the Confidential Information is provided “as it is”. Therefore neither Party makes any representation or warranty, express or implied, as to, or assume any responsibility for the suitability, the completeness, the accuracy and reliability of any Confidential Information exchanged.5.2 Neither Party shall be under any obligation to update or correct any inaccuracy in the Confidential Information supplied to the other Party.5.3 All intellectual property rights in and to the Confidential Information shall remain the sole property of their respective owners and nothing in this Confidentiality Agreement shall be construed as granting or conferring any express or implied option, title, interest or right, by license or otherwise, with respect to any intellectual property rights embodied in the information disclosed by one Party.Art. 6 – Non-Solicitation6.1 The Parties undertake not to contact, except in the ordinary course of such commercial relations as may exist or come to exist, any employee of the other Party without the prior written consent of the respective other Party. The Parties also undertake that for a [12]-month period from the date hereof, not to initiate discussions with respect to prospective employment of any employees of the other Party, provided that the respective Party shall obtain the prior acceptance from the other Party.6.2 During a period of three [3] years from the date hereof, unless otherwise agreed in writing by the Parties, the Parties shall not and shall cause their affiliates not to, directly or indirectly recruit, solicit or otherwise induce or influence any client, lender, joint venture, supplier, agent, representative which has a business relationship with the respective other Party.Art. 7 – Miscellaneous7.1 No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof.7.2 Each of the Parties shall bear any expenses which may incur in relation to the provisions of this Confidentiality Agreement and for reviewing and evaluating the Confidential Information provided by the other Party.7.3 Should any clause of this Confidentiality Agreement be or become invalid or unenforceable, this shall not affect the validity or enforceability of the remaining clauses of this Confidentiality Agreement. The invalid or unenforceable clause shall be replaced by a valid and enforceable clause which closest reflects the economic purpose of the invalid or unenforceable clause. The same applies if this Confidentiality Agreement contains any unintended loopholes.7.4 This Confidentiality Agreeme nt may not be modified without the Parties’ prior written agreement.7.5 The Parties also undertake to respect the regulations concerning the protection of personal data.Art. 8 – Competent laws and jurisdiction8.1 This Confidentiality Agreement is governed by and construed in accordance with the substantive laws of the Singapore excluding any rule of law that would cause the application of any law other than Singapore law.8.2 The Commercial Court of Singapore shall have exclusive jurisdiction to settle any dispute out of or in connection with this Confidentiality Agreement.Art. 9 – Validity of the Agreement9.1 This Confidentiality Agreement constitutes the entire agreement and understanding between the Parties concerning the confidentiality of the Confidential Information provided in relation to the activitiesindicated in the recitals and shall supersede all prior agreements, discussions and understandings, whether written or oral, relating to its subject matters.Art. 10 – Duration of the Agreement and Renewal10.1 The obligation pursuant to this Confidentiality Agreement shall be effective for a period of two (2) years beginning on the date of its signing, unless agreed in writing otherwise.10.2 Upon expiration of this Confidentiality Agreement, all the Confidential Information must be returned to the Party who disclosed it or must be destroyed or permanently erased (to the extent technically practicable), with the exception of the application of clause 4.2 of this Confidentiality Agreement.【】____________________CEOCSEEC____________________[name][position]XXX____________________[name][position]XXX____________________[name][position]。

NDA(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 Agreeme nt(this “ Agreeme nt” ) en tered in to this ___ by and betwee nName: ___________________________________________________________Compa ny: _______________________________________________________Address: _______________________________________________________(Here in after referred to as the "Compa ny")AndName: ____________________________________________________Compa ny:SHENZHEN LIGHT VENUS ELECTRONICS FACTORYAddress:Building 6, Shayi Western Industrial Zone, ShaJing BaoAn, ___ She nZhe n China, P.C.518104(Here in after referred to as the "Participa nt").Compa ny and Participa nt are each a disclos ing Party ("Discloser") and a recei ving 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。

NDA-保密协议-中英文对照

保密协议Confidentiality Agreement1. (a) 协议双方：Parties to the Agreement:(b) 鉴于双方有意从事_ _的探讨和谈判，包括_ 等（以下简称“本项目”），披露方可能以口头、书面或者物质的形式基于保密为条件并披露方拥有并视为专有或披露方对第三方拥有保持专有信息的法律义务并以秘密或保密处置的向接收方透漏某些保密信息，包括但不限于商业、财务、技术和运营方面的信息（以下称保密信息）。

只有在如下情况下，披露方披露的信息才被接收方认为是保密信息：如果通过书面传递，则必须明显地标明“保密”字样；或如果通过口头传递，则应当在披露当时指出为“保密”。

如果披露方未能标注或指出披露的保密信息为“保密”，则接收方应当在收到披露方指定“保密”并要求将该披露的信息作为本协议项下的保密信息处理的书面通知之日起，依据本协议负责保护该披露的信息。

Whereas the parties are interested to undertake discussions and negotiations on _ , including _ (hereinafter referred to as the“Project”). It will be necessary for the “DISCLOSING PARTY”to disclose to the “RECIPIENT” certain confidential information in oral, written or physical form including without limitation business, financial, technical andoperational information on a confidential basis and which such information the Disclosing Party owns and considers to be proprietary or which Disclosing Party is under an obligation to a third party to maintain proprietary and treats as secret or confidential (hereinafter referred to as "Confidential Information") . The information disclosed by the Disclosing Party will be considered Confidential Information by the RECIPIENT only if such information is conspicuously marked as “Confidential” if communicated in writing, or if communicated orally, identified as “Confidential” at time of disclosure. If the Disclosing Party fails to mark or identify disclosed Confidential Information as “Confidential”, the RECIPIENT shall be responsible for protecting such disclosures in accordance with this Agreement from the date of receipt of written notice by the Disclosing Party identifying the disclosure as “Confidential” and requesting that such disclosure be treated as Confidential Information under this Agreement.接收方使用这些保密信息必须遵守下面的条款。

NDA(保密协议)模板

NDA（保密协议）模板保密协议（Non-Disclosure Agreement）本保密协议（以下简称“协议”）由以下各方签署，包括但不限于以下术语：1. 合作方（以下简称“接受方”）：[接受方名称]（以下简称“接受方”）注册地址：[接受方注册地址]2. 提供方（以下简称“披露方”）：[披露方名称]（以下简称“披露方”）注册地址：[披露方注册地址]3. 目的：双方同意保护披露方向接受方提供的机密信息，以确保机密信息不会被泄露给第三方，除非授权或法律要求披露。

4. 定义：a. “机密信息”指披露方向接受方提供的任何信息，不论是口头、书面、电子或其他媒体形式，包括但不限于商业、技术、财务或法律方面的信息。

b. 不适用于机密信息范围的信息包括：（i）已经公开、成为公共领域的信息；（ii）在未违反本协议的披露方授权之下，接受方已经获得的信息；（iii）在披露方提供机密信息之前接受方已经拥有的信息；（iv）接受方后续从第三方获得的信息，没有违反本协议的义务。

5. 保密义务：a. 接受方同意对机密信息予以保密，并且不得向未获得披露方书面许可的第三方披露机密信息。

b. 接受方同意只在需要知悉机密信息的员工、顾问或合作伙伴中进行披露，并且确保这些人员也同样遵守本协议的保密义务。

c. 接受方同意采取合理的措施，防止机密信息的泄露或滥用。

6. 使用限制：接受方同意只能将机密信息用于双方间的商业目的，并且不得将机密信息用于其它非商业目的。

8. 保密期限：本协议的保密期限将始于签订日期，持续至协议终止后的[保密期限]年。

9. 违约责任：a. 如果接受方违反了本协议的任何条款，披露方将有权采取合理的法律措施，包括但不限于禁止披露方继续违背本协议，并可能需要对接受方造成的损失进行赔偿。

b. 违约方同意违背本协议，在没有法律限制的情况下，支付对方因此造成的实际损失和间接损失。

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CONFIDENTIALITY AGREEMENTThis Confidentiality Agreement (hereinafter referred to as “th e Agreement”) is made and is effective as from , (DD, MM, YY)BetweenWuhan FiberHome International Technologies Co., Ltd., a company established pursuant to the laws of People’s Republic of China (hereinafter referred to as “PRC”), with its registered address at 88 Youkeyuan Road, Hongshan District, Wuhan, Hubei Province, PRC, further hereinafter to be referred to as the Party A;And, a company established pursuant to the laws of , with its registered address at , further hereinafter to be referred to as the Party B.The term “both Parties” shall collectively mean Party A and Party B.RECITALSA. Both parties intend to discuss certain matters regarding potential business transactions in Telecommunication’s Areas.B. In connection with these discussions, certain confidential and proprietary information regarding each party (such party shall be stipulated as “Disclosing Party”) may be disclosed to the other party, its employees, affiliates, agents, contractors, and subcontractors (such party shall be stipulated as “Receiving Party”).C. The parties desire to establish the terms under which each will disclose certain confidential and proprietary information.AGREEMENTBoth parties, therefore, agree as follows:1. Confidential Information. Confidential Information shall mean:a. Any data or information that is competitively sensitive material, and not generallyknown to the public, including, but not limited to, products, planning information,marketing strategies, plans, finance, operations, customer relationships, customerprofiles, sales estimates, business plans, and internal performance results relating tothe past, present or future business activities of either party or any of their subsidiariesand affiliated companies and the customers, clients, and suppliers of any of theforegoing;b. Any scientific or technical information, design, process, procedure, formula, orimprovement that is commercially valuable and secret in the sense that its confidentialityaffords either party a competitive advantage over its competitors; andc. All confidential or proprietary concepts, documentation, reports, data specification,computer software, source code, object code, flow charts, databases, inventions,information, know-how, show-how, and trade secrets, whether or not patentable orcopyrightable.Confidential Information includes, but not limited to, all user manuals, documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams, computer programs and data, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing which now exist or come into the control or possession of either of the parties.2. Confidentiality Obligations. Except as expressly authorized by prior written consent of the Disclosing Party, the Receiving Party shall:a. Limit access to any Confidential Information received by it to persons who have aneed-to-know in connection with the evaluation of potential business transactions, andonly for use in connection therewith; andb. Advise any persons having access to the Confidential Information of the proprietarynature thereof and of the obligations set forth in this Confidentiality Agreement; andc. Take appropriate action by instruction or agreement with any persons having access tothe Confidential Information to fulfill their obligations under this Confidentiality Agreement;andd. Safeguard all Confidential Information received by it using a reasonable degree of care,but not less than that degree of care used by it in safeguarding its own similarinformation or material; ande. Use all Confidential Information received by it solely for purposes of evaluating thepotential business transactions and for no other purpose whatsoever; andf. Not disclose, divulge, communicate and/or identify any Confidential Information receivedby it to any third parties; andg. Not disclose the existence of the discussions to any third party; andh. Not copy or reproduce any Confidential Information or distribute any ConfidentialInformation to any third parties; andi. Be responsible for any breach of the terms hereunder by the Receiving Party or anyperson who receives any Confidential Information from the Receiving Party.Upon the request of the Disclosing Party, the Receiving Party shall (i) surrender to the Disclosing Party all memoranda, notes, records, drawings, manuals, and other documents or materials (and all copies of same) pertaining to or including the Confidential Information of the Disclosing Party, and (ii) destroy all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same including “copies” that have been converted to computerized media in the form of image, data or word processing files) which was prepared by the Receiving Party or any person who received any Confidential Information from the Receiving Party based on any information in the Confidential Information. Upon the return and destruction of such materials, and upon written request of the Disclosing Party the Receiving Party agrees to certify, in writing, that all of the foregoing materials have either been surrendered to the Disclosing Party or destroyed.3. Exceptions to Confidentiality. The obligations of confidentiality and restriction on use in Section 2 shall not apply to any Confidential Information that:a. Was in the public domain prior to the date of this Agreement or subsequently came intothe public domain through no fault of the Receiving Party; orb. Was lawfully received by the Receiving Party from a third party free of any obligation ofconfidence to such third party; orc. Was already in the lawful possession of the Receiving Party prior to receipt thereof,directly or indirectly, from the Disclosing Party; ord. Is required to be disclosed in a judicial or administrative proceeding, or as otherwiserequired to be disclosed by law, after all reasonable legal remedies for maintaining suchinformation in confidence have been exhausted including, but not limited to, giving theDisclosing Party as much advance notice of the possibility of such disclosure as practicalso the Disclosing Party may attempt to stop such disclosure or obtain a protective orderconcerning such disclosure; ore. Is subsequently and independently developed by employees, consultants or agents ofthe Receiving Party without reference to the Confidential Information disclosed underthis Agreement.4. Rights in Confidential Information. This Agreement does not confer any right, license, interest or title in, to or under the Confidential Information to the Receiving Party. No license is hereby granted to the Receiving Party, by estoppels or otherwise under any patent, trademark copyright, trade secret or other proprietary rights of the Disclosing Party. Title to the Confidential Information shall remain solely in the Disclosing Party. The Disclosing Party shall have no liabilityarising from or relating to any use of or reliance upon any information disclosed to a Receiving Party pursuant to this Agreement.5. Enforcement and Equitable Relief. If either party violates this Agreement, then the other party shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, to obtain damages for breach of this Agreement, or to obtain equitable relief to enforce its rights hereunder. The breach by one party of any of the provisions of this Agreement would cause serious and irreparable harm to the other party, which could not be adequately compensated for in monetary damages alone. Each party therefore consents to an order specifically enforcing the provisions of this Agreement, or an order of injunction being issued against it restraining it from any further breach of the provisions of this Agreement and agrees that such injunction may be issued against it without the necessity of an undertaking as to damages or posting of bond by the party seeking such an injunction. The provisions of this section shall not derogate from any other remedy which one party may have in the event of a breach by the other party damages as a remedy. Each party further agrees to waive any requirement for a bond in connection with any such injunctive or other equitable relief.6. Relationship. This Agreement does not create a joint venture or partnership between the Parties and neither party is obligated to enter into any further contract or business relationship with the other.7. Non-solicitation. Each of the Parties agrees that it will not solicit the employment of any employee or Consultant of the Companies or Company, respectively, or induce any employee or Consultant of the Companies or Company, respectively, to terminate his or her relationship with the Company or Consultant for employment with the Company or Consultant for a term of 12 months from the date of a Termination of Company/Consultant under the terms of this Agreement.8. Termination. This Agreement shall automatically expire two (2) years from the date it becomes effective. Either party may terminate this Agreement at any time by providing written notice to the other party specifically referencing this Agreement, while the obligations of the parties to maintain the confidentiality of the Confidential Information it has received under this Agreement shall survive the expiration or termination of this Agreement for two (2) years thereafter.9. General. The laws of Mainland, P R C, excluding its conflicts of law rules, will govern this Agreement, its validity, construction and effect. Any dispute arising from or in connection with this Agreement between both Parties shall be settled first by way of amicable consultation. In case there is no settlement can be reached, such dispute shall be submitted to China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in accordance with the com mission’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both Parties. This Agreement supersedes any and all prior or contemporaneous understandings and agreements between the parties with respect to the subject matter of this Agreement and is the complete and exclusive statement thereof. This Agreement can only be modified by a written amendment executed by the parties. Waiver of any breach of this Agreement must be in writing to be effective and shall not be a waiver of any subsequent breach, nor shall it be awaiver of the underlying obligation. Should any court determine that any provision of this Agreement is not enforceable, such provision shall be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. Neither of party may directly or indirectly assign nor transfer it by operation of law or otherwise without the prior written consent of the other party, which may be withheld in su ch party’s sole discretion. Subject to the foregoing restriction, this Agreement shall be binding upon each party and its successors and permitted assigns and shall inure to the benefit of each party and its successors and permitted assigns.IN WITNESS WHEREOF, both Parties have caused this Agreement to be executed by their duly authorized representative on the date first written above.For and on behalf of Party A For and on behalf of Party BBy (Signature): By (Signature):Title: Title:【本文档内容可以自由复制内容或自由编辑修改内容期待你的好评和关注，我们将会做得更好】。