Confidential Agreement 保密协议英文版
Confidential AgreementTHIS COMMERCIAL And CONFIDENTIAL AGREEMENT, effective this day of xx, xx, 2016, entered between GZ ACE RENOVATION ENGINEERING CO., LTD. and all subsidiary companies (“ACE”), having an office at 10 Industrial Avenue, Economic and Technical Development Zone, Conghua, Guangzhou, China and SCG TRADING CO., LTD. (“XXX) having its registered office at 1 Siam Cement Road, Bangsue, Bangkok 10800, Thailand is made based on (a) XXX is a legal or authorized agent or supplier to Shell Thailand and is authorized to make supplies of Shell RVIe products in its region; and (b) XXX has received authorization or is permitted to source or purchase XXX products from Shell’s authorized global supplier(s) as of any date requested or required by XXX: WHEREAS, The Parties (refer in particular to ACE and XXX in this agreement), for the mutual benefit and pursuant to a working relationship which has been or may be established, including a mutual answer to the tender for Shell Thailand RVIe and other signage programs, anticipate that they may disclose or deliver to a working relationship one to each other which has been or may be established, anticipate that they may disclose or deliver one to each other documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to sales, bids, quotes, price lists, marketing , finance, forecasts, technology, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by either XXX or XXX, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”); and WHEREAS, the Parties desire to assure that the confidentiality of any Proprietary Information is maintained;NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, the Parties hereby agree as follows: -COOPERATION-decides to share their respective strengths (mutual sourcing, manufacturing capacity, in-depth knowledge of customer specifications, project management capacity) in order to answer in the most profitable way to Shell RVIe project-this cooperation will be in the scope of technical, manufacturing, logistics, administrative and sourcing information-CONFIDENTIALITY1. Each of The Parties shall hold in trust and confidence, and not to disclose to any other third party or use for its own benefit or for the benefit of another,any Confidential/ Proprietary Information relating to Shell RVIe signage projects (including but not limited to trade secrets , hardware , software , programs , processes , specifications , designs , plans , drawings , data , prototypes , discoveries , market research , marketing techniques and plans, business plans and strategies, proposals, bids, quotes, price lists, pricing policies,contracts , purchase orders , employees , staffing , supplier and subcontractor lists and arrangements , finances or other business , financial and/or technical information and materials , and any analyses, compilations, studies or documents prepared by each party, its representatives or employees which summarize any such information or materials) which is disclosed to the other party. Each party shall disclose to Proprietary Information received under this Agreement to person within its organization only if such persons (a) have need to know and (b) are bound in writing to protect the confidentiality of such Proprietary Information. This agreement shall bind each party, its employees, agents, representatives, successors, heirs and assigns.2. The undertakings and obligations of The Parties under this Agreement shall not apply to any Proprietary Information which:a)Is in or enters the public domain other than as a result of a breach ofthis Agreement;b)Is lawfully obtained by either party from a third party without anyobligation by each party to maintain the information confidential;c)Is independently developed by either party without reference toConfidential Information;d)Is the subject of a written agreement whereby either party's consentsto the disclosure of such Confidential Information; ore)Is required to be disclosed by judicial or administrative process inconnection with any action, suit, proceeding or claim, or by a competent regulatory or governmental authority, or otherwise by applicable law, provided that one party shall give prompt notice of such disclosure to the other party as soon as possible and consult with the other party as to the steps to be taken to avoid or minimize the disclosure ,which is ,in each case ,evidence by tangible records kept in the ordinary course of business.3. Title to all property received by each of The Parties, including all Proprietary Information, shall remain at all times the sole property of such party, and this Agreement shall not be constructed to grant to any of the party any patents, licenses or similar rights to such property and Proprietary Information disclosed to the other party hereunder.4. Each party shall, upon the request of the other, return all records, documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to him, and all copies and reproductions thereof.5. Each party undertakes not to use the Proprietary Information disclosed by the other one for any purpose without first obtaining the written consent of the other party.6. The Parties further agree to the following terms and conditions:i. Any breach of obligations under this Agreement will result in irreparable inquiry to the other party for which damages and other legal remedies will be inadequate. In seeking any enforcement of any of these obligations, the claimer party will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief to prevent, discontinue and/or restrain the breach of this Agreement.ii. If any provision of this Agreement is invalid or unenforceable, then such provision shall be constructed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.iii. No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be constructed as a bar to or waiver of any right on any other occasion.iv. This Agreement shall be binding upon and will inure to the benefit of the Parties hereto and their respective successors and assigns.v. This Agreement is governed by and construed in accordance with the laws of Hong Kong Special Adminstrative Region of The People's Republic of China (HKSAR) . All disputes arising out of or in connection with this Agreement shall be submitted to Hong Kong International Abitration Court (HKIAC) and shall be finally settledunder the Rules of Arbitration of the HKIAC by one or morearbitrators appointed in accordance with the said Rulesvi. This Agreement is in addition to any prior written agreement between the Parties relating to the subject matter of this agreement; in the event of any disparity or conflict between the provision of such agreements, the provision which is more protective of Proprietary Information shall control. This Agreement may not be modified, in whole or in part, except by an agreement in writing signed by both Parties.T his Agreement shall commence upon the effective date first written above and have a term of three (3) years.For XXX: for XXX:Signature: ........................ Signature: ........................ Name: ........................ Name: ........................ Position: ...................... Position: ......................Date: ......................... Date: .............................。
保密协议(英文版)
保密协议(英文版)Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is entered into as of [Date], by and between [Party A Name], a [Party A Jurisdiction] corporation with its principal place ofbusiness at [Party A Address] ("Discloser"), and [Party B Name], a [Party B Jurisdiction] corporation with itsprincipal place of business at [Party B Address] ("Recipient").1. Purpose:The parties desire to discuss certain confidentialinformation for the purpose of exploring a potential business relationship. Discloser may disclose to Recipient certain confidential and proprietary information of Discloser, and Recipient may disclose to Discloser certain confidential and proprietary information of Recipient.2. Confidential Information:"Confidential Information" means all information, whether oral, written, or in electronic form, disclosed by one partyto the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, marketing strategies,financial information, technical data, trade secrets, andproprietary know-how.3. Non-Disclosure:Recipient agrees that it will not use any Confidential Information for any purpose other than as necessary to evaluate the potential business relationship between the parties. Recipient further agrees that it will not disclose any Confidential Information to any third party without the prior written consent of Discloser.4. Exceptions:The obligations of Recipient under this Agreement shall not apply to any information that can be shown to have been: (a) publicly known at the time of disclosure; (b) publicly disclosed subsequent to disclosure by Discloser through no fault of Recipient; (c) known by Recipient prior to disclosure by Discloser; or (d) independently developed by Recipient.5. Use and Return of Confidential Information:Recipient agrees to use the Confidential Information solely for the purposes of this Agreement and to return or destroy all Confidential Information upon the request of Discloser or upon termination of discussions between the parties.6. Duration:The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of this Agreement.7. Injunction:Recipient acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to Discloser for which monetary damages would not be an adequate remedy. Therefore, Recipient agrees that Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.8. Governing Law:This Agreement shall be governed by and construed in accordance with the laws of [Applicable Jurisdiction], without regard to its conflict of laws provisions.9. Entire Agreement:This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.10. Modification:This Agreement may not be amended except by a written document signed by both parties.11. Severability:If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.12. Counterparts:This Agreement may be executed in two or more 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 Agreement as of the date first above written.[Party A Name]By: [Authorized Signature]Date: [Date][Party B Name]By: [Authorized Signature]Title: [Title]Date: [Date]。
保密协议范文中英文对照
保密协议范文中英文对照Confidentiality Agreement (保密协议)This Confidentiality Agreement (hereinafter referred to as the "Agreement") is made and entered into by and between the undersigned parties, [Party A] and [Party B] (collectively referred to as the "Parties"), in order to protect the confidential information disclosed between them. The Parties agree to the following terms:1. Definition of Confidential InformationConfidential Information refers to any proprietary or sensitive information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in written, oral, electronic, or any other form, which should be treated with utmost confidentiality. Examples of Confidential Information include but are not limited to trade secrets, business plans, financial records, customer data, technical information, and any information marked as confidential.2. Obligations of the Receiving PartyThe Receiving Party agrees to:2.1 Maintain strict confidentiality: The Receiving Party shall not disclose, reveal, or make accessible any Confidential Information to any third party without the prior written consent of the Disclosing Party.2.2 Restrict internal access: The Receiving Party shall limit the internal access to the Confidential Information within its organization to only those employees or agents who have a legitimate need to know, and ensure thatsuch individuals are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.2.3 Use solely for authorized purposes: The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling its obligations under any existing or future agreement between the Parties, and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.3. ExceptionsThe obligations set forth in this Agreement shall not apply to the following:3.1 Information already in possession: If the Receiving Party can demonstrate that it already had knowledge of the Confidential Information prior to its disclosure by the Disclosing Party or obtained the information from a third party with the legal right to disclose it.3.2 Publicly available information: If the Confidential Information becomes publicly available through no fault or action of the Receiving Party.3.3 Legal disclosure requirement: If the Receiving Party is legally compelled to disclose the Confidential Information by a court, governmental agency, or other regulatory authority, provided that the Receiving Party promptly notifies the Disclosing Party to enable appropriate protective measures.4. Term and TerminationThis Agreement shall remain in effect for a period of [specify term] from the Effective Date, unless terminated earlier by mutual written agreement or upon a material breach by either Party. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party and provide written certification of compliance.5. Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [specify jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [specify jurisdiction].In witness whereof, the Parties have executed this Confidentiality Agreement as of the Effective Date.Party A:Name:Title:Signature:Party B:Name:Title:Signature:保密协议 (Confidentiality Agreement)本保密协议（以下简称“协议”）由甲方和乙方（以下合称“双方”）签署并生效，旨在保护双方之间披露的机密信息。
全版保密协议书英文版
全版保密协议书英文版Full Version Confidentiality AgreementThis document serves as a legally binding agreement between parties involved in a confidential relationship. The purpose of this agreement is to protect the confidentiality of information shared between the parties.Definitions1. Confidential Information: Any information disclosed by one party to the other that is deemed confidential and not publicly known.2. Recipient: The party receiving the confidential information.3. Discloser: The party disclosing the confidential information.Obligations1. The Recipient agrees to maintain the confidentiality of any information received from the Discloser.2. The Recipient will not disclose the confidential information to any third parties without the written consent of the Discloser.3. The Recipient will take all necessary precautions to protect the confidential information from unauthorized disclosure.4. The Recipient will only use the confidential information for the purpose intended by the Discloser.Duration1. This agreement will remain in effect indefinitely unless terminated by mutual agreement of both parties.2. Upon termination, the Recipient will return or destroy all confidential information in their possession.Governing LawThis agreement shall be governed by the laws of [Jurisdiction], and any disputes arising from this agreement shall be resolved through arbitration in [Arbitration Location].TerminationEither party may terminate this agreement with written notice to the other party. Upon termination, the obligations of confidentiality will still apply to any information disclosed prior to termination.ConclusionThis Full Version Confidentiality Agreement outlines the responsibilities of both parties to maintain the confidentiality of shared information. By signing this agreement, both parties agree to abide by the terms and conditions set forth herein.Signed on this _____ day of ____________, 20__.____________________________[Recipient's Name]____________________________[Discloser's Name]。
产品保密协议书范本英文
产品保密协议书范本英文CONFIDENTIALITY AGREEMENTThis Confidentiality Agreement (the "Agreement") is entered into as of [Effective Date], by and between [Company Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] ("Discloser"), and [Recipient Name], with an address at [Recipient Address] ("Recipient").WHEREAS, Discloser possesses certain confidential and proprietary information relating to its products, services, and business operations (the "Confidential Information"); andWHEREAS, Recipient desires to receive certain Confidential Information from Discloser for the purpose of [Purpose of Disclosure], and Discloser is willing to disclose such Confidential Information to Recipient on the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:1. Definition of Confidential Information. "Confidential Information" shall mean all non-public information disclosed by Discloser to Recipient, whether in written, oral,electronic, or any other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances surrounding its disclosure. Confidential Information shall include, without limitation, trade secrets, business plans, customer lists, financial information, technical data, product designs, and any other information related to Discloser's business.2. Obligations of Recipient. Recipient agrees to:a. Keep the Confidential Information strictly confidential and use it solely for the purpose of [Purpose of Disclosure], and not for any other purpose without the prior written consent of Discloser.b. Not disclose the Confidential Information to any third party without the prior written consent of Discloser, except to those employees, contractors, or agents of Recipient who have a need to know such information for the purpose of [Purpose of Disclosure] and who have executed aconfidentiality agreement with Recipient with terms no less restrictive than those contained herein.c. Take reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information, including, without limitation, measures to protect against unauthorized access, use, copying, or disclosure of the Confidential Information by Recipient's employees, contractors, or agents.3. Exclusions from Confidentiality. The obligations set forth in Section 2 shall not apply to any Confidential Information that:a. Was known to Recipient prior to its receipt from Discloser;b. Was independently developed by Recipient without reference to or use of any Confidential Information;c. Becomes publicly known through no fault of Recipient;d. Is rightfully received by Recipient from a third party without a duty of confidentiality;e. Is disclosed with the prior written approval of Discloser.4. Duration of Confidentiality. The obligations of confidentiality set forth herein shall survive for a period of [Duration] from the Effective Date, unless otherwise agreed in writing by Discloser.5. Return of Materials. Upon the earlier of the termination of this Agreement or the completion of the purpose for which the Confidential Information was disclosed, or at any time upon the written request of Discloser, Recipient shall promptly return to Discloser all documents and other tangible materials containing or reflecting any Confidential Information and shall destroy all copies of such materials in its possession or control.6. Remedies. Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Discloser for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Discloser shall be entitled to seek injunctive relief to prevent a breach or continuation of a breach of this Agreement.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.8. Amendment and Waiver. This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the [Governing Law], without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts located in [Jurisdiction] for any disputes arising out of or related to this Agreement.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 Agreement as of the Effective Date.[Company Name]By: _______________________Name: ______________________Date: _____________________[Recipient Name]By:。
保密协议合同英文模板(2篇)
第1篇This Confidentiality Agreement (the "Agreement") is made and enteredinto as of [Date] (the "Effective Date") between [Full Legal Name of Company] ("Company"), a company incorporated under the laws of [Jurisdiction], with its registered office at [Registered Office Address], and [Full Legal Name of Individual/Party] ("Individual"), of [Individual's Address] ("Party").RECITALSWHEREAS, the Company is engaged in the business of [Brief Description of Company's Business], and has certain information that is confidentialand proprietary to the Company;WHEREAS, the Individual has access to or will have access to certain confidential and proprietary information of the Company in connection with [Nature of Individual's Relationship with Company, e.g., employment, consulting, vendor, etc.];WHEREAS, the Company desires to protect the confidentiality of such information;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:1. Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean any and all information, whether written, oral, or electronic, that is disclosed to the Individual by the Company or obtained by the Individual from any source in connection with the Individual's relationship with the Company, and which is identified as confidentialor proprietary or which, by the nature of the information and the circumstances of disclosure, ought reasonably to be treated as confidential and proprietary. Confidential Information shall include,but not be limited to:- Technical, commercial, financial, business, or other information ofthe Company, its customers, suppliers, or business partners;- Trade secrets, processes, procedures, know-how, designs, specifications, formulas, or other technical or proprietary information;- Business plans, marketing plans, sales projections, financial projections, business strategies, or other business information;- Employee information, including but not limited to salaries, benefits, and performance evaluations;- Any information that is not generally known to the public and that is not readily ascertainable from public sources;2. Obligations of the IndividualThe Individual agrees as follows:- The Individual shall not use the Confidential Information for any purpose other than for the performance of the Individual's duties to the Company.- The Individual shall hold the Confidential Information in strict confidence and shall not disclose it to any third party without theprior written consent of the Company.- The Individual shall take all reasonable measures to protect the confidentiality of the Confidential Information, including but not limited to, restricting access to such information to those who have a need to know and using appropriate security measures to prevent unauthorized access or disclosure.- The Individual shall not make any copies of the Confidential Information or allow any copies to be made without the prior written consent of the Company.3. Exclusions from Confidential InformationThe obligations of confidentiality under this Agreement shall not apply to information that:- Is or becomes publicly known through no fault of the Individual;- Is already in the possession of the Individual without restriction in relation to disclosure;- Is obtained by the Individual from a third party without a breach of such third party's obligations of confidentiality;- Is independently developed by the Individual without use of or reference to the Confidential Information; or- Is required to be disclosed by law, regulation, or court order, provided that the Individual shall provide the Company with priorwritten notice and, if practicable, an opportunity to contest such disclosure.4. TermThis Agreement shall remain in effect until [End Date] (the "Term"). Upon the expiration or termination of this Agreement, the Individualshall return to the Company all copies of the Confidential Informationin the Individual's possession or control.5. Termination- This Agreement may be terminated at any time by either party upon written notice to the other party.- Upon termination of this Agreement, the Individual shall immediately cease using the Confidential Information and return to the Company all copies of the Confidential Information in the Individual's possession or control.6. SurvivalThe provisions of paragraphs 2, 3, 4, 5, and 6 shall survive the expiration or termination of this Agreement.7. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral.8. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].9. AmendmentsThis Agreement may be amended only by a written agreement executed by both parties.10. WaiverThe failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right of such party to enforce such provision.11. CounterpartsThis Agreement may be executed in one or more 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 Confidentiality Agreement as of the Effective Date first above written.[Signature of Individual][Full Legal Name of Individual][Date][Signature of Authorized Representative of Company][Full Legal Name of Authorized Representative][Date]---[Company's Logo][Company's Name][Company's Address][Company's Contact Information]---[Individual's Logo][Individual's Name][Individual's Address][Individual's Contact Information]---This template is provided for informational purposes only and should not be used without the advice of a qualified attorney. The specific terms and conditions of any confidentiality agreement should be tailored tothe needs and circumstances of the parties involved.第2篇This Confidentiality Agreement ("Agreement") is made and entered into as of [Date], by and between:[Company Name], a [Type of Entity] incorporated under the laws of [Jurisdiction], with its principal place of business at [Address], ("Company"), and[Individual's Name], an individual residing at [Address], ("Individual"), collectively referred to as the "Parties".WHEREAS, the Company is engaged in the [brief description of the Company's business], and the Individual has access to or will have access to certain confidential information of the Company, as more particularly described below;NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:1. Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including but not limited to:a. Technical, commercial, financial, business, operational, or personnel information of the Company or any affiliate, customer, or supplier thereof, including, but not limited to, trade secrets, know-how, processes, methods, formulas, designs, specifications, prototypes, data, lists, studies, reports, and other information;b. Proprietary information, business plans, strategic information, marketing plans, sales strategies, business opportunities, or other information that is disclosed by the Company to the Individual or obtained by the Individual in connection with the performance of the Individual's duties or obligations hereunder;c. Any information that is identified as confidential by the Company at the time of disclosure or that the Individual should reasonably understand to be confidential given the nature of the information and the circumstances of its disclosure.Confidential Information shall not include information that:a. Is or becomes publicly known and made generally available in the public domain through no action or inaction of the Individual;b. Was in the Individual's possession or known to the Individual prior to the time of disclosure by the Company, as evidenced by theIndividual's records;c. Is obtained by the Individual from a third party without a breach of such third party's obligations of confidentiality;d. Is independently developed by the Individual without use of or reference to any Confidential Information of the Company;e. Is disclosed by the Company to a third party without a breach of this Agreement.2. Obligation of ConfidentialityThe Individual agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Company. The Individual agrees to use the Confidential Information solely for the purpose of fulfilling the Individual's duties and obligations under this Agreement and not for any other purpose.The Individual shall take all reasonable measures to protect the confidentiality and integrity of the Confidential Information, including, but not limited to, restricting access to the Confidential Informationto those who have a need to know, maintaining secure physical, electronic, and procedural safeguards to protect the Confidential Information, and ensuring that any third parties to whom theConfidential Information is disclosed are bound by confidentiality obligations similar to those contained in this Agreement.3. Duration of ConfidentialityThe obligations of confidentiality and non-disclosure under this Agreement shall survive the termination or expiration of this Agreement and shall remain in effect for a period of [Number] years from the date of the last disclosure of Confidential Information to the Individual, unless a longer period is required by applicable law.4. Return of Confidential InformationUpon the termination or expiration of this Agreement, or upon therequest of the Company, the Individual shall promptly return to the Company or destroy all copies of the Confidential Information in the Individual's possession or control, and certify to the Company inwriting that such return or destruction has been accomplished.5. Exceptions to ConfidentialityNotwithstanding the provisions of this Agreement, the Individual may disclose Confidential Information if such disclosure is:a. Required by applicable law, regulation, or court order, provided that the Individual gives the Company prior written notice of suchrequirement and cooperates with the Company in any legal proceedings arising from such disclosure;b. Made in confidence to a government agency or regulatory authority, provided that such disclosure is solely for the purpose of complyingwith a legal or regulatory requirement;c. Necessary to protect the rights or property of the Individual, provided that such disclosure is made in a manner that minimizes therisk of disclosure to unauthorized third parties.6. No License or Rights GrantedNothing in this Agreement shall be construed as granting any license or rights to the Individual under any patent, copyright, trademark, trade secret, or other intellectual property right of the Company or any third party.7. Entire AgreementThis Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.8. ModificationsThis Agreement may be amended or modified only by a written agreement executed by both Parties.9. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the [Jurisdiction], without regard to its conflict of laws principles.10. Dispute ResolutionAny dispute arising out of or relating to this Agreement shall be resolved through good faith negotiations between the Parties. If the Parties are unable to resolve the dispute through negotiations, thedispute shall be submitted to binding arbitration in accordance with the rules of the [Arbitration Institution], and the decision of the arbitrator(s) shall be final and binding upon the Parties.11. WaiverThe failure of either Party to enforce at any time any provision of this Agreement shall not be a waiver of such provision or of the right to enforce such provision at any time thereafter.12. SeverabilityIf any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect.IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the date first above written.[Signature of Individual][Full Name of Individual][Signature of Authorized Representative of Company][Full Name of Authorized Representative][Printed Name of Individual][Printed Name of Authorized Representative][Title of Individual][Title of Authorized Representative][Company Name][Company Address][Date]---Please note that this template is provided for general guidance and should be reviewed and customized by a legal professional to ensure compliance with applicable laws and to meet the specific needs of the Parties involved.。
保密协议英文模版
This Confidentiality Agreement (the "Agreement") is made and enteredinto as of [Date], by and between [Full Legal Name of Party A], a [Legal Entity Type] (hereinafter referred to as "Party A"), and [Full Legal Name of Party B], a [Legal Entity Type] (hereinafter referred to as "Party B").WHEREAS, Party A and Party B have entered into a business relationship or may enter into a business relationship, and such relationship may involve the exchange of Confidential Information; andWHEREAS, it is in the mutual interest of both parties to protect such Confidential Information from unauthorized access, use, or disclosure;NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:1. Definition of Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information that is disclosed by either party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to the following:- Technical, commercial, financial, business, or operational information;- Customer lists, prospect lists, and other lists of business contacts;- Proprietary processes, know-how, trade secrets, and inventions;- Marketing plans, strategies, and promotional materials;- Software, computer programs, and technical specifications;- Business plans, forecasts, and projections;- Employee information, including salaries, benefits, and performance evaluations;- Any other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.2. Obligations of the Parties- Party A agrees to hold in strict confidence and not to use for any purpose other than the performance of the Agreement, any Confidential Information disclosed to it by Party B.- Party B agrees to hold in strict confidence and not to use for any purpose other than the performance of the Agreement, any Confidential Information disclosed to it by Party A.- The obligations of confidentiality shall survive the termination or expiration of this Agreement and shall remain in effect for a period of [Number of Years] following the termination or expiration of this Agreement.3. Exclusions from Confidential InformationConfidential Information shall not include information that:- Is or becomes publicly known through no fault of the receiving party;- Is already in the possession of the receiving party at the time of disclosure;- Is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality;- Is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; or- Is disclosed by the disclosing party to a third party without a breach of this Agreement.4. Return of Confidential InformationUpon the termination or expiration of this Agreement, or upon the disclosing party's written request, the receiving party shall return all copies of Confidential Information to the disclosing party or certify, if requested, the destruction of the same.5. No License or Rights GrantedNothing in this Agreement shall be construed as granting either partyany license, interest, or rights in or to any Confidential Informationof the other party.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles.7. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.8. AmendmentsThis Agreement may be amended only by a written agreement executed by both parties.9. WaiverThe failure of either party to enforce at any time any provision of this Agreement shall not be a waiver of such provision or of the right to enforce such provision thereafter.10. SeverabilityIf any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisionswill remain in full force and effect.IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the date first above written.[Signature of Party A][Full Legal Name of Party A][Signature of Party B][Full Legal Name of Party B] Witness:[Name of Witness][Title/Position of Witness] [Date of Witnessing]。
保密协议英文版
保密协议英文版Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is made and entered into on this [date], by and between [Party A], with its principal place of business at [address] (hereinafter referred to as "Disclosing Party"), and [Party B], with its principal place of business at [address] (hereinafter referred to as "Receiving Party").WHEREAS, the Disclosing Party possesses certain confidential and proprietary information (the "Confidential Information"), which it wishes to disclose to the Receiving Party for the purpose of [purpose];WHEREAS, the parties desire to protect the Confidential Information and agree to the terms and conditions set forth in this Agreement.NOW, THEREFORE, in consideration of the mutual promises and 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. Confidential Information1.1 Definition. For the purposes of this Agreement, "Confidential Information" shall mean any information or material, in whatever form or medium, whether oral, written, or electronic, that is disclosed or made available by the Disclosing Party to the Receiving Party, including but not limited to data, trade secrets, financial information, technical specifications, marketing plans, and any other proprietary information.1.2 Exclusions. The obligations set forth in this Agreement shall not apply to information that:(a) Is already known to the Receiving Party prior to disclosure by the Disclosing Party and can be substantiated by the Receiving Party with written evidence;(b) Is or becomes publicly available through no fault of the Receiving Party;(c) Is lawfully obtained from a third party without any obligation of confidentiality; or(d) Is independently developed by the Receiving Party without reference to the Confidential Information.2. Non-Disclosure Obligations2.1 Use and Restriction. The Receiving Party shall keep all Confidential Information strictly confidential and shall not disclose, publish, or otherwise disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party.2.2 Limited Purpose. The Receiving Party shall use the Confidential Information solely for the purpose of [purpose] and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.2.3 Protection Measures. The Receiving Party shall take all reasonable measures and precautions to protect the Confidential Information from unauthorized disclosure, including but not limited to the same degree of carethat it uses to protect its own confidential information. The Receiving Party shall restrict access to the Confidential Information to only those of its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.3. Return or Destruction of Confidential Information3.1 Upon written request by the Disclosing Party or upon termination of this Agreement, whichever occurs earlier, the Receiving Party shall promptly return to the Disclosing Party all originals, copies, or reproductions of any Confidential Information in its possession or control.3.2 In the event the return of Confidential Information is not feasible, the Receiving Party shall certify in writing to the Disclosing Party that all Confidential Information has been destroyed.4. Term and Termination4.1 This Agreement shall remain in effect for a period of [time period] from the effective date, unless terminated earlier by either party in writing.4.2 The obligations and restrictions contained in this Agreement shall survive the termination or expiration of this Agreement for a period of [time period].5. Governing Law and Jurisdiction5.1 This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction].5.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [jurisdiction].IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality Agreement as of the date first above written.[Party A]By:____________________Name:Title:[Party B]By:____________________Name:Title:。
信息保密协议书英文版范本
信息保密协议书英文版范本Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is made and entered into this ___________ day of ___________, 20___, by and between ___________ ("Discloser"), a company organized and existing under the laws of ___________, with its principal place of business at ___________, and ___________ ("Recipient"), a company organized and existing under the laws of ___________, with its principal place of business at ___________.WHEREAS, Discloser possesses certain confidential and proprietary information relating to its business, products, services, and technology (collectively, "Confidential Information"); andWHEREAS, Recipient desires to receive certain Confidential Information from Discloser for the purpose of evaluating a potential business relationship or transaction between Discloser and Recipient; andWHEREAS, both parties acknowledge the importance of maintaining the confidentiality of the Confidential Information.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:Article 1: Definitions1.1 "Confidential Information" means all non-public information, whether oral, written, or in electronic form, disclosed by Discloser to Recipient, including but not limited to trade secrets, business plans, financial data, customer lists, marketing strategies, technical data, research, development, and know-how, and any other information that is not generally known to the public or other third parties who could derive economic value from its disclosure or use.1.2 "Purpose" means the evaluation of a potential business relationship or transaction between Discloser and Recipient.Article 2: Confidentiality2.1 Recipient agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information solely for the Purpose. Recipient shall not disclose, disseminate, or publish the Confidential Information to any third party without the prior written consent of Discloser.2.2 Recipient agrees to take all reasonable steps to protect the Confidential Information from unauthorized disclosure, including but not limited to implementing appropriate physical, administrative, and technical safeguards.Article 3: Permitted Disclosures3.1 Recipient may disclose Confidential Information to its employees, agents, consultants, or professional advisors (collectively, "Representatives") who have a need to knowsuch information for the Purpose. Recipient shall ensure that each Representative is aware of and agrees to be bound by the terms of this Agreement.3.2 Recipient shall promptly notify Discloser in writing of any actual or suspected unauthorized disclosure or use of Confidential Information and shall cooperate fully with Discloser in any investigation or remedial action.Article 4: Exclusions4.1 The obligations of confidentiality under this Agreement shall not apply to information that:4.1.1 Was known to Recipient prior to disclosure by Discloser;4.1.2 Was independently developed by Recipient without use of or reference to the Confidential Information;4.1.3 Becomes publicly known through no fault of Recipient;4.1.4 Is rightfully obtained by Recipient from a third party without restriction on disclosure; or4.1.5 Is required to be disclosed by law, regulation, orcourt order, provided that Recipient shall give Discloser prompt written notice of such requirement and shall cooperate with Discloser in seeking a protective order or other appropriate remedy.Article 5: Duration5.1 This Agreement shall commence on the Effective Date and shall continue in effect for a period of ___________ years from the Effective Date, unless earlier terminated as provided herein.Article 6: Termination6.1 This Agreement may be terminated by either party upon___________ days' written notice to the other party.6.2 Upon termination of this Agreement, Recipient shall promptly return to Discloser all Confidential Information and any copies thereof in its possession or control, or, at Discloser's option, destroy all such materials and provide written certification of such destruction.Article 7: Remedies7.1 In the event of a breach or threatened breach of this Agreement, Discloser shall be entitled to seek injunctive relief to enforce the terms hereof, in addition to any other remedies available at law or in equity.7.2 The prevailing party in any action or proceeding toenforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.Article 8: Miscellaneous8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of ___________.8.2 This Agreement may not be amended except by a written instrument signed by both parties.8.3 The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision.8.4 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or communications,。
英文保密协议范本
英文保密协议范本This Confidentiality Agreement （the ＂Agreement"） is entered into as of the date of acceptance by Party B11 Definitions111 Confidential Information: Refers to all nonpublic information disclosed by Party A to Party B directly or indirectly in writing, orally, electronically, or through any other means including but not limited to business plans, technical data, customer lists, sales and marketing plans, product development plans, financial information, operational methods, processes, designs, inventions, knowhow, software, hardware, algorithms, source code, and documentation112 Disclosure Party: Refers to the party disclosing Confidential Information113 Receiving Party: Refers to the party receiving Confidential Information114 Affiliate: Any entity that controls, is controlled by, or is under common control with a party to this Agreement12 Obligations of the Receiving Party121 The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or carrying out a potential business relationship with the Disclosure Party （the ＂Purpose"）122 The Receiving Party shall not disclose any Confidential Information to any third party except to those individuals who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those set forth herein123 The Receiving Party shall protect the Confidential Information using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care13 Exclusions from Confidential Information131 Confidential Information does not include information that:1311 Is or becomes publicly known through no fault of the Receiving Party;1312 Was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosure Party;1313 Is received from a third party who has a right to disclose it without violating any obligation to the Disclosure Party;1314 Is independently developed by the Receiving Party without use of or reference to the Confidential Information14 Term and Termination141 This Agreement shall remain in effect for a period of five years from the date of acceptance by the Receiving Party, unless terminated earlier in accordance with the provisions of this Agreement142 Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement andfails to cure such breach within thirty days after receipt of written notice thereof15 Return of Confidential Information151 Upon the termination of this Agreement or upon the request of the Disclosure Party at any time, the Receiving Party shall promptly return or destroy all Confidential Information provided by the Disclosure Party and any copies thereof, and provide written certification of such return or destruction16 NonSolicitation161 During the term of this Agreement and for a period of one year thereafter, neither party shall solicit, induce, or attempt to solicit or induce any employee, consultant, or contractor of the other party to terminate their relationship with such other party17 Governing Law and Dispute Resolution171 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Disclosure Party is located, without giving effect to its conflict of laws principles172 Any dispute arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof18 Miscellaneous181 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties182 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties183 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced184 Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except to an Affiliate185 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。
保密协议英文模板
This Confidentiality Agreement (the "Agreement") is made and enteredinto as of [Insert Date], by and between [Insert Company Name or Individual], a [Insert Company Type or Individual's Name] ("Company"), and [Insert Counterparty's Name or Individual] ("Recipient").Whereas, the Company and the Recipient intend to engage in discussions and exchanges of information regarding potential business opportunities, partnerships, or other transactions (collectively, the "Disclosures"), the parties wish to ensure that the Disclosures remain confidential and protected from unauthorized use or disclosure.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:1. Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, but not limited to, technical, commercial, financial, operational, marketing, and personnel information that is disclosed by either party to the other in connection with the Disclosures.Confidential Information shall not include information that:- Is or becomes publicly known through no fault of the Receiving Party;- Is already in the possession of the Receiving Party at the time of disclosure;- Is obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality;- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or- Is disclosed by the Disclosing Party to a third party without a breach of this Agreement.2. Obligations of the RecipientThe Recipient agrees to:- Maintain the confidentiality of the Confidential Information and not use it for any purpose other than for the benefit of the Company or as required by law;- Protect the confidentiality and integrity of the Confidential Information using the same degree of care that it uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care;- Not make copies of the Confidential Information except as necessaryfor its legitimate use;- Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law;- Return or destroy all Confidential Information upon the termination of this Agreement or upon the Disclosing Party's written request;3. Exclusions from Confidential InformationNotwithstanding the foregoing, the Recipient shall have no obligation under this Agreement with respect to information that:- Is or becomes publicly known through no fault of the Recipient;- Is already in the possession of the Recipient at the time of disclosure;- Is obtained by the Recipient from a third party without a breach of such third party's obligations of confidentiality;- Is independently developed by the Recipient without use of or reference to the Disclosing Party's Confidential Information; or- Is disclosed by the Disclosing Party to a third party without a breach of this Agreement.4. TermThe obligations of confidentiality under this Agreement shall remain in effect for a period of [Insert Duration] from the date of the last disclosure of Confidential Information under this Agreement.5. TerminationThis Agreement may be terminated by either party upon written notice to the other party. Upon termination of this Agreement, the Recipient shall return or destroy all Confidential Information in its possession.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of laws principles.7. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.8. ModificationsThis Agreement may be amended only by a written agreement executed by both parties.9. WaiverThe failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right of such party to enforce such provision.10. AssignmentThis Agreement may not be assigned by either party without the prior written consent of the other party, and any such assignment in violation of this provision shall be void.IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the Effective Date first above written.[Company Name or Individual]By: ___________________________Name:Title:[Recipient Name or Individual]By: ___________________________Name:Title:Executed in [Insert Number] copies, each copy being deemed an original but all of which together constitute but one and the same instrument.[Company Name or Individual]___________________________Name:[Recipient Name or Individual]___________________________Name:。