英文保密协议模板
Mutual Non-Disclosure AgreementBetweenHUAWEI TECHNOLOGIES CO., LTD.AndLexmarkAgreement No:Mutual Non-Disclosure AgreementEffective Date:This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into between the two parties hereunder:Huawei Technologies Co., Ltd., a company incorporated under the laws of P.R.China, with its business office at Huawei Industrial Base, Long Gang district, Shenzhen 518129 P. R. China.Lexmark China Address: Unit 604,a company incorporated under the laws of with its business office atNo.227 North Huangpi Rd , Central Plaza, Shanghai China, 200003.A party disclosing confidential information and a party receiving confidential information are hereafter referred to as "Discloser" and "Recipient" respectively, both of them are referred to as "parties" collectively.In consideration of the mutual promises and covenants contained in this Agreement and the disclosure of Confidential Information, the Parties hereto agree as follows:1. Definition of Confidential Information1.1. Confidential Information: means information including, without limitation, all nonpublic informationrelating to business plans or practices, financial or technical matters, trade secrets, designs, know-how, inventions, operations, the marketing or promotion of product, business and information received from others that Discloser is obligated to treat as confidential and any other information received or acquired by Recipient from the Discloser in the course of exploring the possible business relationship, in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked asconfidential or its equivalent.1.2. The Confidential Information shall be disclosed in written form and marked "CONFIDENTIAL", with thename of the Discloser and the date of disclosure. If the Confidential Information is initially disclosed orally, it shall be reduced to written form by the Discloser (including the date of the oral disclosure and name of the Discloser) and presented or mailed to the Recipient within fifteen (15) days of the first oral disclosure.2. Exclusion of Confidential InformationConfidential Information shall not include any information, however designated, that:2.1. Is or subsequently becomes publicly available through no wrongful act of the Recipient;2.2. Is already known to the Recipient at the time of disclosure, without a duty of confidentiality;2.3. Is rightfully received by the Recipient from a third party without restriction on disclosure and withoutbreach of this Agreement;2.4. Is independently developed by Recipient and without the use of any of the Confidential Information;2.5. Is explicitly approved for release by written authorization of Discloser.3. Limitation to useRecipient agrees to accept Discloser's Confidential Information solely for use in connection with Recipient's business discussions with Discloser. Recipient should:3.1. Refrain from reverse engineering, decompiling or disassembling Confidential Information.3.2. Not disclose, publish, distribute or disseminate Confidential Information to anyone other than those of itsemployees with a need to know in pursuance of Recipient's business relationship with Discloser.3.3. Agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect itsown confidential and proprietary information of similar importance, to prevent the unauthorized use,disclosure, publication and dissemination of Confidential Information.3.4. Agrees not to use Confidential Information otherwise for its own or any third party's benefit without theprior written approval of an authorized representative of Discloser.3.5. Upon the first request of Discloser, Recipient shall return all originals, copies, reproductions and summariesof all Confidential Information which were, at any time, in the possession of and all materials (in anymedium) which contain or embody Confidential Information.4. Mandatory Disclosure ExemptionRecipient may disclose Confidential Information in accordance with a judicial or other governmental order, provided that Recipient either:4.1. Gives the undersigned Discloser representative reasonable notice prior to such disclosure to allow Discloserhaving a reasonable opportunity to seek a protective order or equivalent;4.2. Obtains written assurance from the applicable judicial or governmental entity that it will afford theConfidential Information the highest level of protection under applicable law or regulation.5. Non-publish the cooperationBoth parties acknowledge that the cooperation is high Confidential Information. In no event shall either party disclose partly or wholly any information related to the cooperation to public or any third party. Without the other party’s prior written consent, neither party shall identify the other party as a customer or partner in any publications or statements.6. Obligation to Maintain ConfidentialityConfidential Information defined in this Agreement shall be kept as Confidential Information till to the time, when the Confidential Information has already needn’t to be kept as Confidential Information according to theClause 2 “Exclusion of Confidential Information”, and not consider the termination or expiration of this Agreement or the cooperation between the parties.7. No Rights GrantedAll Confidential Information is and shall remain the property of Discloser. Nothing in this Agreement shall be construed as granting any expressed or implied rights under any patent, copyright or other intellectual property right of either party, nor shall this Agreement grant either party any express or implied rights in or to the other party's Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship.8. No WarrantyUnless otherwise agreed by Discloser and Recipient, all such Confidential Information is provided "AS IS" without warranty of any kind, and Recipient agrees that neither Discloser nor its suppliers shall be liable for any damages whatsoever arising from or relating to Recipient's use or inability to use such Confidential Information.9. RemediesDiscloser and Recipient both agree that its obligations set forth in this Agreement are necessary and reasonable in order to protect the disclosing party and its business. Both parties expressly agree that due to the unique nature of the Discloser's Confidential Information, monetary damages would be inadequate to compensate the Discloser for any breach by the Recipient of its covenants and agreements set forth in this Agreement. Accordingly, Discloser and Recipient both agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled:9.1. To obtain injunctive relief against the threatened breach of this Agreement or the continuation of any suchbreach by the Recipient, without the necessity of proving actual damages;9.2. To be indemnified by the Recipient from any loss or harm, including, without limitation, attorney's fees,arising out of or in connection with any breach or enforcement of the Recipient's obligations under this Agreement or the unauthorized use or disclosure of the Discloser's Confidential Information.10. Entire Agreement and AmendmentThis Agreement is the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements and representations, whether oral or written, express or implied. No alterations or modifications of this Agreement will be binding upon either Party unless made in writing and signed by an authorized representative of each Party.11. SeveranceIf any term in this Agreement is found by competent judicial authority to be unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does not materially affect the parties' rights under this Agreement.12. WaiverFailure of either Party to insist upon the performance of any term, covenant, or condition in this Agreement, or to exercise any rights under this Agreement, will not be construed as a waiver or relinquishment of the future performance of any such term, covenant, or condition, or the future exercise of any such right, and the obligation of each Party with respect to such future performance will continue in full force and effect.13. Applicable LawThis Agreement shall be governed by and construed in accordance with the laws of the Hong Kong, without reference to its choice of law rules.14. ArbitrationAny dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration proceedings shall be conducted in English.15. AffiliatesExcept as otherwise indicated in this Agreement, Supplier and Recipient are also include their Affiliates. “Affiliate”, shall mean any company or other entity which, directly or indirectly, controls the Party or is controlled by the Party or is under common control with the Party.16. Effectiveness and Counterparts16.1. This Agreement shall come into effective from the effective date as acknowledged above, till it’sterminated according to this Agreement. This Agreement shall restrict all the activities of disclosing or using Confidential Information after of before this Agreement has been signed be the parties. ThisAgreement shall remain in effect until terminated by either party upon thirty (30) days prior written notice to the other party.16.2. This Agreement may be executed in two (2) counterparts, one (1) for each party, which shall be deemed tohave equal effect.Huawei (Seal): HUAWEI TECHNOLOGIES The other party (Seal):Lexmark CO., LTD.Authorized representative’s Authorized representative’s (neatly written):(neatly written):Signature:Signature:Authorized representative’s Title:Authorized representative’s Title:Date:Date:。
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]。
中英文保密协议模板
TheParticipantacknowledgesandagreesthattheconfidentialinformationisprovidedonanasisbasis.DISCL。 SERMAKESN。WARRANTIES,EXPRESS。RIMPLIED,WITHRESPECTT。THEC。NFIDENTIALINF。RMATI。 NANDHEREBYEXPRESSLYDISCLAIMSANYANDALLIMPLIEDWARRANTIES。 FMERCHANTABILITYANDFITNESSF。RAPARTICULARPURP。SE.INN。EVENTSHALLDISCL。 SERBELIABLEF。RANYDIRECT,INDIRECT,SPECIAL,。RC。NSE。UENTIALDAMAGESINC。NNECTI。 NWITH。RARISING。UT。FTHEPERF。RMANCE。RUSE。FANYP。RTI。N。FTHEC。NFIDENTIALINF。 RMATI。N.
TheconfidentialinformationdisclosedunderthisAgreementisdescribedas:,applicableexplicitlytocompanyproposedand nottransferable.
1.本协议项下披露的保密信息是,明确地适用于公司所提议的、不予转让的信息。
9、基于披露人的书面请求，保密义务人应当返还所有书面材料、电子资料给披露人或进行销毁，保密义务人应 在5天内提交其签署的书面声明给披露者。
ThepartiesdonotintendthatanyagencyorpartnershiprelationshipbecreatedbetweenthembythisAgreement. 10、双方之间并不因本协议而建立任何代理或合伙关系。 TheobligationssetoutinthisAgreementshallcontinueforaperiodof24monthsfromtheEffectiveDate. H.本协议项下的保密义务有效期是自生效日起24个月内。 AlladditionsormodificationstothisAgreementmustbemadeinwritingandmustbesignedbybothparties. 12、本合同的任何补充或变更均须以书面的方式进行，且须双方签字方可生效。 ThisAgreementismadeunderandshallbeconstruedaccordingtothelawsofChina. 13、这份协议是根据中国的法律制定的，并应根据中国法律进行有关解释。 DISCL。SER披露人 AuthorizedSignature授权代表签名 Name（姓名）: Title（职务）： PARTICIPANT保密义务人
保密协议书(中英文)7篇
保密协议书(中英文)7篇篇1本协议于____年____月____日，由以下双方签订：1. [公司名称]2. [公司名称]鉴于双方有意愿共同合作，为明确合作过程中涉及的保密信息及其使用方式，特制定本保密协议。
一、保密信息1. 本协议所指的保密信息，包括但不限于以下内容：- 双方合作过程中涉及的商业计划、经营策略、技术资料、产品数据等；- 双方公司内部的商业决策、人事调整、财务情况等；- 双方合作过程中知晓的第三方信息，如客户资料、供应商信息等。
二、保密期限1. 保密期限自本协议签订之日起生效，至以下任一情形发生时终止：- 双方合作结束，且所有保密信息均已合法披露；- 一方违反本协议，导致保密信息泄露。
三、保密义务1. 双方应本着诚实信用的原则，确保保密信息的合法使用。
未经对方书面同意，任何一方不得将保密信息泄露给第三方。
2. 双方应妥善保管保密信息，并采取必要的技术措施防止信息泄露。
如因一方过错导致保密信息泄露，该方应承担相应的法律责任。
3. 双方应就保密信息的使用和披露进行充分沟通，确保信息的合法使用。
如一方需要向第三方披露保密信息，应事先取得对方的书面同意。
4. 双方应就保密信息的保密期限进行协商，确定合理的保密期限。
保密期限结束后，双方应确保保密信息的合法披露。
5. 双方应建立相应的保密制度，明确保密信息的种类、使用范围、披露方式等，并加强员工的教育和培训，确保保密信息的合法使用。
四、违约责任1. 如一方违反本协议，导致保密信息泄露，应承担相应的法律责任。
具体责任包括但不限于：- 赔偿因此给对方造成的全部损失；- 公开向受损方道歉；- 删除或销毁所有非法披露的保密信息。
2. 如一方违反本协议，未给另一方造成损失的，违约方应支付违约金人民币____元整（大写：____元整）给另一方。
该违约金不足以弥补受损方损失的，违约方还需承担补足责任。
3. 双方同意，本协议项下的违约责任是明确的，且违约方在承担违约责任后，不再承担其他赔偿责任。
保密协议书英文模板
保密协议书Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is entered into as of the __________ day of __________, 20______, by and between __________ ("Discloser"), a __________ with its principal place of business at __________, and __________ ("Recipient"), a __________ with its principal place of business at __________.WHEREAS, Discloser possesses certain confidential and proprietary information, including but not limited to trade secrets, know-how, business methods, business plans,financial information, customer lists, and other information related to Discloser's business (collectively, "Confidential Information");WHEREAS, Recipient desires to receive certain Confidential Information from Discloser for the purpose of __________ (the "Purpose");WHEREAS, Discloser is willing to disclose such Confidential Information to Recipient solely for the Purpose, providedthat Recipient agrees to maintain the confidentiality of such Confidential Information in accordance with the terms and conditions set forth in this Agreement.NOW, THEREFORE, in consideration of the mutual promises andcovenants contained herein, the parties agree as follows:1. Definition of Confidential InformationFor the purposes of this Agreement, "Confidential Information" shall mean all information, whether oral, written, or in electronic form, that is disclosed by Discloser to Recipient, directly or indirectly, in connection with the Purpose, and which is not publicly known or available. Confidential Information shall include, without limitation, information relating to Discloser's research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, financial information, business plans, business methods, or other similar information.2. Obligations of Recipient(a) Recipient agrees to use the Confidential Information solely for the Purpose and for no other purpose. Recipient shall not use the Confidential Information for its ownbenefit or for the benefit of any third party without the prior written consent of Discloser.(b) Recipient agrees to take all reasonable steps to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information. Without limiting the generality of the foregoing, Recipient agrees to:(i) Limit access to the Confidential Information to those employees or agents who have a need to know such information for the Purpose and who have executed a non-disclosure agreement with Recipient with terms no less restrictive thanthose contained in this Agreement.(ii) Notify Discloser immediately upon discovery of any unauthorized use or disclosure of Confidential Information.(iii) At the request of Discloser, return all Confidential Information to Discloser or destroy all copies of such Confidential Information in Recipient's possession, custody,or control.3. Exclusions from ConfidentialityNotwithstanding the foregoing, Recipient shall not berequired to maintain as confidential any information which:(a) Was in Recipient's possession prior to disclosure by Discloser and was not acquired from Discloser under circumstances giving rise to an obligation of confidentiality;(b) Is or becomes a part of the public domain through no actor omission of Recipient;(c) Is lawfully disclosed to Recipient by a third partywithout restriction on disclosure;(d) Is independently developed by Recipient without use of or reference to the Confidential Information; or(e) Is required to be disclosed by Recipient pursuant to a valid order of a court or other governmental body, provided that Recipient gives Discloser reasonable prior writtennotice to contest such disclosure.4. Duration of ObligationsThe obligations of Recipient under this Agreement shall continue for a period of __________ years from the date of disclosure of the Confidential Information by Discloser to Recipient.5. RemediesRecipient acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to Discloser for which monetary damages may be inadequate. Therefore, in addition to any other remedies available to Discloser at law or in equity, Discloser shall be entitled to seek injunctive relief to prevent the breach or threatened breach of any provision of this Agreement.6. Miscellaneous(a) This Agreement shall be governed by and construed in accordance with the laws of the __________.(b) 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.(c) The failure of either party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be deemed a waiver of such provision or right.(d) This Agreement contains the entire agreement and understanding of the parties with respect to the subjectmatter hereof and supersedes all prior and contemporaneous agreements, inducements, or conditions, express or implied.(e) This Agreement may be amended or modified only by a written instrument executed by both parties.(f) The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.Discloser。
保密协议中英文版
保密协议中英文版一、协议的目的和范围本保密协议（以下简称“协议”）由以下双方于_____（日期）签署：甲方（披露方）：公司名称：＿____法定代表人：＿____地址：＿____联系电话：＿____乙方（接收方）：公司名称：＿____法定代表人：＿____地址：＿____联系电话：＿____鉴于甲方可能向乙方披露某些机密信息，为了保护这些信息的保密性，双方经友好协商，达成如下协议。
本协议旨在规范双方在信息交流过程中的保密责任和义务，适用于双方在合作、洽谈、交易等过程中所涉及的所有机密信息。
二、机密信息的定义“机密信息”指甲方以任何形式向乙方披露的，无论是书面、口头、电子或其他形式的，与甲方业务、技术、财务、运营、客户、供应商等相关的信息，包括但不限于：1、商业计划、营销策略、销售数据、客户名单、供应商名单等商业信息。
2、技术规格、设计图纸、工艺流程、软件代码、研发成果等技术信息。
3、财务报表、预算、成本数据、盈利预测等财务信息。
4、未公开的专利申请、版权作品、商标等知识产权相关信息。
但以下信息不被视为机密信息：1、已经公开或进入公共领域的信息，但非因乙方违反本协议而导致公开的除外。
2、乙方在从甲方获取之前已经合法知晓的信息。
3、由第三方合法提供给乙方，且该第三方未对乙方施加保密义务的信息。
三、乙方的保密义务1、乙方应将机密信息仅用于与双方合作相关的目的，并采取合理的保密措施，防止机密信息的泄露、传播或未经授权的使用。
2、乙方不得向任何第三方披露机密信息，除非事先获得甲方的书面同意。
3、乙方应限制接触机密信息的人员范围，仅允许那些有必要知晓的员工接触，并确保这些员工已签署保密协议或受到同等保密义务的约束。
4、乙方应妥善保管机密信息，如采取安全的存储方式、限制访问权限等。
四、保密期限本协议的保密期限自双方签署之日起_____（具体年限）年内有效。
在保密期限届满后，乙方仍应对其在保密期限内获取的机密信息承担保密义务，直至该信息不再具有保密性。
英文保密函协议书范本
Confidentiality Agreement Letter Sample[Your Name][Your Position][Your Company Name][Company Address][City, State, ZIP Code][Email Address][Phone Number][Date][Recipient's Name][Recipient's Position][Recipient's Company Name][Company Address][City, State, ZIP Code]Dear [Recipient's Name],Subject: Confidentiality AgreementI hope this letter finds you well. I am writing to establish a confidentiality agreement between [Your Company Name] ("Disclosing Party") and [Recipient's Company Name] ("Receiving Party") regarding certain confidential information that will be shared between both parties.1. Confidential InformationThe term "Confidential Information" refers to any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, including but not limited to, tradesecrets, know-how, technical data, business strategies, financial information, and any other proprietary information.2. ExclusionsThe term "Confidential Information" does not include any information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law or regulation.3. ObligationsThe Receiving Party agrees to: (a) maintain the confidentiality of the Confidential Information; (b) not use the Confidential Information for any purpose other than the purpose for which it was disclosed; (c) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; and (d) take reasonable steps to protect the confidentiality of the Confidential Information, at least to the same extent that the Receiving Party protects its own confidential information of a similar nature.4. DurationThe obligations under this Confidentiality Agreement shall continue for a period of [specify duration, e.g., five (5) years] after the termination or expiration of any relationship between the parties.5. BreachIn the event of a breach of this Confidentiality Agreement, the non-breaching party shall be entitled to seek injunctive relief, damages, and any other legal remedies available under applicable law.6. Governing LawThis Confidentiality Agreement shall be governed by and construed in accordance with the laws of [specify jurisdiction, e.g., the State of New York].7. Entire AgreementThis Confidentiality 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.Please sign and return a copy of this Confidentiality Agreement to confirm your acceptance of the terms and conditions contained herein. If you have any questions or concerns, please do not hesitate to contact me.Sincerely,[Your Name][Your Position][Your Company Name]。
保密协议中英文模板
甲方（Party A）：[甲方全称]地址（Address）：[甲方地址]法定代表人（Legal Representative）：[甲方法定代表人姓名]联系电话（Contact Number）：[甲方联系电话]乙方（Party B）：[乙方全称]地址（Address）：[乙方地址]法定代表人（Legal Representative）：[乙方法定代表人姓名]联系电话（Contact Number）：[乙方联系电话]鉴于：1. 甲方是一家从事[甲方主营业务]的公司，拥有一定的商业秘密和知识产权。
2. 乙方有意与甲方合作，并需要了解甲方的部分商业秘密和知识产权。
3. 双方均希望保护对方的商业秘密和知识产权不被泄露给第三方。
为明确双方的权利义务，特订立本保密协议如下：第一条定义1. “商业秘密”是指甲方的技术秘密、经营秘密、管理秘密等非公开信息，包括但不限于以下内容：- 专利技术、专有技术、商业方法；- 财务数据、销售数据、市场调研数据；- 供应链信息、客户信息、合作伙伴信息；- 其他甲方向乙方透露的未公开信息。
2. “保密信息”是指甲方的商业秘密以及乙方在履行本协议过程中知悉的甲方的其他信息。
第二条保密义务1. 乙方在本协议有效期内以及终止后，对甲方的保密信息负有严格的保密义务，不得向任何第三方泄露、披露或使用。
2. 乙方应采取一切必要的措施，确保保密信息的保密性，包括但不限于：- 制定内部保密制度；- 对接触保密信息的人员进行保密教育；- 对保密信息进行物理或电子保护。
第三条使用限制1. 乙方仅限于在履行本协议目的范围内使用保密信息。
2. 未经甲方书面同意，乙方不得将保密信息用于任何其他目的或用途。
第四条保密期限1. 本协议项下的保密义务自本协议生效之日起至保密信息不再属于商业秘密之日止。
2. 即使本协议终止，乙方仍需遵守本协议项下的保密义务。
第五条违约责任1. 任何一方违反本协议的保密义务，应承担相应的违约责任，包括但不限于：- 向对方支付违约金；- 赔偿对方因此遭受的损失。
中英文涉外公司保密协议范本4篇
中英文涉外公司保密协议范本4篇篇1Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is made and entered into on this ____ day of ____, 20__, by and between [Company Name], a [country] company with its principal place of business at [Address] (the "Disclosing Party"), and [Recipient Name], a [country] company with its principal place of business at [Address] (the "Recipient").1. Confidential Information. "Confidential Information" means any information disclosed by the Disclosing Party to the Recipient, whether written or oral, that is designated as confidential or that reasonable person would understand to be confidential. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer lists, and any other information marked as confidential.2. Non-Disclosure. The Recipient 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 Disclosing Party. The Recipient further agrees not to use theConfidential Information for any purpose other than as expressly authorized by the Disclosing Party.3. Employees and Agents. The Recipient shall restrict access to the Confidential Information to only those employees or agents who have a need to know the information and who have signed a confidentiality agreement no less restrictive than the terms set forth in this Agreement.4. Limitations. The obligations of confidentiality set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly known through no fault of the Recipient; (b) is independently developed by the Recipient without reference to the Confidential Information; (c) is rightfully received by the Recipient from a third party without restrictions on disclosure; or (d) is required to be disclosed by law or court order, provided that the Recipient gives the Disclosing Party prompt notice of such requirement and cooperates with the Disclosing Party in seeking a protective order.5. Return of Information. Upon the request of the Disclosing Party, or upon termination of this Agreement, the Recipient shall promptly return all Confidential Information, including all copies, notes, and extracts thereof, to the Disclosing Party or certify in writing the destruction thereof.6. No License. Nothing in this Agreement shall be construed as granting any license or other rights to the Recipient with respect to the Confidential Information, except as expressly set forth herein.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [country], without regard to its conflicts of laws principles. Any dispute arising under this Agreement shall be resolved in the courts of [country].8. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be amended except in writing signed by both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Company Name]By: ________________________Name: ______________________Title: ______________________[Recipient Name]By: ________________________Name: ______________________Title: ______________________Date: ______________________篇2Confidentiality AgreementThis Confidentiality Agreement ("Agreement") is entered into on [Date], by and between [Company name], a [Country] company, having its principal place of business at [Address] and [Recipient name], residing at [Address] (“Recipient”).1. Purpose: The purpose of this Agreement is to define the terms under which Confidential Information will be disclosed by [Company name] to Recipient for the purpose of [Purpose].2. Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, but not limited to, financial information, business strategies, customer lists, trade secrets,technical data, and any other information that is designated as confidential by [Company name].3. Non-Disclosure: Recipient agrees to hold the Confidential Information in strict confidence and not to disclose, directly or indirectly, or use the Confidential Information for any purpose other than for the purpose of [Purpose].4. Exceptions: R ecipient’s obligations under Section 3 will not apply to any information that: (a) is or becomes publicly known through no fault of Recipient; (b) Recipient can demonstrate was in its possession prior to receipt from [Company name]; (c) is independently developed by Recipient without reference to the Confidential Information; or (d) is disclosed with the written consent of [Company name].5. Protection of Information: Recipient agrees to take all reasonable precautions to protect the Confidential Information, including, but not limited to, restricting access to the information to only those employees or contractors with a need to know.6. Return of Information: Upon [Company name]’s written request or upon termination of this Agreement, Recipient agrees to promptly return or destroy all Confidential Information and confirm such destruction in writing.7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Country]. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of [Country].8. Term: This Agreement shall commence on [Date] and shall continue in full force and effect until terminated by either party upon written notice.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Company name]By: ______________________Title: ____________________Date: __________________[Recipient name]By: ______________________Title: ____________________Date: __________________In witness whereof, the above Parties agree to the terms and conditions set forth in this Agreement.[Company name]Signature: ___________________Date: ___________________[Recipient name]Signature: ___________________Date: ___________________This sample Confidentiality Agreement is provided for informational purposes only and should not be construed as legal advice. It is recommended that you consult with legal counsel before implementing any confidentiality agreements.篇3Confidentiality AgreementThis Confidentiality Agreement (the "Agreement") is made and entered into as of [Date] by and between [Company Name], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Company"), and [Recipient Name], an individual residing at [Address] (the "Recipient").WHEREAS, the Company operates a business involving the development and marketing of [Products/Services]; andWHEREAS, the Company has proprietary information and trade secrets related to its business that are valuable and not generally known to the public; andWHEREAS, the Company desires to disclose certain confidential information to the Recipient in connection with a potential business relationship between the parties.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:1. Confidential Information. For purposes of this Agreement, "Confidential Information" means all information, data, materials, and other items, including but not limited to, technical, financial, and business information, customer and supplier lists, marketing and sales plans, research and development plans, and any other information that is not generally known to the public that is disclosed by the Company to the Recipient.2. Non-Disclosure. The Recipient agrees that it will not disclose, disseminate, or in any way distribute any Confidential Information to any third party without the prior written consent of the Company. The Recipient further agrees that it will not usethe Confidential Information for any purpose other than as required in connection with the potential business relationship between the parties.3. Protection of Confidential Information. The Recipient agrees to take all reasonable precautions to prevent the unauthorized disclosure, dissemination, or use of the Confidential Information. The Recipient shall treat the Confidential Information with the same degree of care that it would use to protect its own confidential information, but in no event less than a reasonable standard of care.4. Return of Confidential Information. Upon the written request of the Company, the Recipient agrees to promptly return or destroy all Confidential Information in its possession or control, including all copies, notes, and extracts thereof.5. No License or Rights. This Agreement does not grant the Recipient any license or rights to the Confidential Information, except as expressly set forth herein.6. Duration. The obligations set forth in this Agreement shall continue indefinitely from the effective date set forth above and shall survive any termination of the potential business relationship between the parties.7. Remedies. The parties acknowledge that a breach of this Agreement may cause irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief to enforce the terms of this Agreement 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 [Country], without regard to its conflict of laws principles.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.[Company Name]By: ______________________________Name: ______________________________Title: ______________________________[Recipient Name]By: ______________________________Name: ______________________________Title: ______________________________Date: ______________________________This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, discussions, negotiations, and understandings, whether oral or written. This Agreement may not be modified or amended except in writing signed by both parties.篇4Non-disclosure AgreementThis Agreement is entered into by and between [Company Name], a company incorporated under the laws of [Country], with its registered address at [Address], referred to as "Disclosing Party," and [Recipient Name], a company incorporated under the laws of [Country], with its registered address at [Address], referred to as "Recipient."Definition of Confidential InformationFor the purposes of this Agreement, "Confidential Information" means any and all information, data, or materials disclosed by the Disclosing Party to the Recipient, whether inwriting, orally, or in any other form, that is proprietary, confidential, valuable, or that is not generally known to the public. Confidential Information shall include, but not be limited to, trade secrets, business plans, financial information, customer lists, software, specifications, and any other information that is marked as "Confidential."Non-Disclosure ObligationsRecipient agrees not to disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party. Recipient further agrees to use all reasonable efforts to prevent the unauthorized disclosure or use of the Confidential Information. Recipient shall only disclose Confidential Information to its employees, contractors, or advisors who have a legitimate need to know and who are bound by similar confidentiality obligations.ExceptionsRecipient's non-disclosure obligations shall not apply to any information that: (a) is or becomes publicly available without breach of this Agreement; (b) was in Recipient's possession prior to disclosure by the Disclosing Party; (c) is rightfully obtained by Recipient from a third party without restrictions on disclosure; or(d) is independently developed by Recipient without reference to the Disclosing Party's Confidential Information.Return or Destruction of Confidential InformationUpon the written request of the Disclosing Party, or upon termination of this Agreement, Recipient shall promptly return or destroy all copies of the Confidential Information in its possession or control and provide written certification of such return or destruction.RemediesRecipient acknowledges that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party. In addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement.Term and TerminationThis Agreement shall commence on the Effective Date and shall remain in effect for a period of [X] years from the Effective Date unless earlier terminated by either party upon written notice. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement.Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [Country]. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [Country].This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings between the parties.IN WITNESS WHEREOF, the undersigned have executed this Non-Disclosure Agreement as of the Effective Date.[Company Name] [Recipient Name]By: _______________________ By: ________________________Name: Name:Title: Title:Date: Date:。
保密协议模板_英文
This Confidentiality Agreement (the “Agreement”) is made and entered into as of [Insert Date] (the “Effective Date”) by and between [Insert Company Name or Individual Name] (the “Disclosing Party”) and [Insert Recipient Name or Company Name] (the “Recipient”).WHEREAS, the Disclosing Party has certain information that is confidential and proprietary, including but not limited to technical, commercial, financial, operational, and other information (collectively, the “Confidential Information”); andWHEREAS, the Recipient desires to receive and use such Confidential Information.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:1. Confidential Information.For the purposes of this Agreement, “Confidential Information” shall mean all non-public information, including but not limited to:a. Technical information, including but not limited to formulas, processes, designs, prototypes, software source code, specifications, drawings, and other similar information;b. Commercial information, including but not limited to pricing, terms of sale, marketing plans, customer lists, and other similar information;c. Financial information, including but not limited to budgets,financial projections, and other similar information;d. Operational information, including but not limited to business plans, strategies, and other similar information;e. Any other information that is identified as confidential or proprietary by the Disclosing Party or that, under the circumstances, should reasonably be considered confidential or proprietary.2. Obligations of the Recipient.The Recipient agrees to:a. Keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;b. Use the Confidential Information solely for the purpose of evaluating and entering into a business relationship with the Disclosing Party;c. Not make any copies of the Confidential Information except as necessary for the purpose of evaluating and entering into a business relationship with the Disclosing Party;d. Return all copies of the Confidential Information to the Disclosing Party upon the termination of this Agreement or upon the Disclosing Party’s request;e. Not use the Confidential Information in any manner that would compete with the business of the Disclosing Party;f. Ensure that any employees or agents who have access to the Confidential Information are aware of and agree to be bound by the terms of this Agreement.3. Exclusions from Confidential Information.The obligations of confidentiality under this Agreement shall not apply to information that:a. Is or becomes publicly known through no fault of the Recipient;b. Is already in the possession of the Recipient at the time of disclosure;c. Is obtained by the Recipient from a third party without a breach of such third party’s obligations of confidentiality;d. Is independently developed by the Recipient without use of or reference to the Confidential Information;e. Is disclosed by the Recipient in response to a valid order of a court or other governmental authority.4. Term.This Agreement shall remain in effect for a period of [Insert Duration] from the Effective Date. The obligations of confidentiality shallsurvive the termination or expiration of this Agreement for a period of [Insert Duration].5. Termination.This Agreement may be terminated at any time by either party uponwritten notice to the other party. Upon termination or expiration ofthis Agreement, the Recipient shall return all copies of theConfidential Information to the Disclosing Party or certify the destruction of all such copies.6. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction].7. Entire Agreement.This 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.IN WITNESS WHEREOF, the parties hereto have executed thisConfidentiality Agreement as of the Effective Date.[Insert Company Name or Individual Name]By: ____________________________Name: ___________________________Title: ___________________________[Insert Recipient Name or Company Name]By: ____________________________Name: ___________________________Title: ___________________________Please note that this is a general template and may not be suitable for all situations. It is important to consult with a legal professional to ensure that the agreement meets your specific needs and complies with applicable laws and regulations.。
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。