保密合同双语版NON-DISCLOSURE-AGREEMENT.doc
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1、翻译文稿在原文下面NON-DISCLOSURE AGREEMENTThis Non-Disclosure Agreement (the Agreement) is made and entered into as of the later of the two signature dates below by and between xxxxxxx., a Delware corporation, and _.IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUT
2、UAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:1.Definition of Confidential Information and Exclusions. (a)Confidential Information means nonpublic information that a party to this Agreement (“Disclosing Party”) designates as being confidential to the party that rece
3、ives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. Confidential Information includes, without limitation, information in tangible or intangible form relating to and/or including all business,
4、technical, and financial information (including, without limitation, specific customer requirements, customer and potential customer lists, marketing and promotional information, trade secret, copyright, and trademark information, and information concerning a partys employees, agents, divisions, pra
5、ctices, policies, operations, and pricing information), as well as information received from others that Disclosing Party is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, exce
6、pt as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly
7、, control, are controlled by, or are under common control with a party. (b)Confidential Information shall not include any information, however designated, that: (i)is or subsequently becomes publicly available without Receiving Partys breach of any obligation owed Disclosing Party; (ii)became known
8、to Receiving Party prior to Disclosing Partys disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii)became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Part
9、y; or (iv)is independently developed by Receiving Party. 2.Obligations Regarding Confidential Information.(a)Receiving Party shall: (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five (5) years following the date that Disclosing Party first disc
10、loses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to
11、keep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Partys business relationship with Disclosing Party, and only as otherw
12、ise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement. (b)Receiving Party may disclose Confidential Information of Disclo
13、sing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable written notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii
14、) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (c)The undersigned Receiving Party may disclose Confidential Information only to Receiving Par
15、tys employees and consultants (including legal, accounting, or other professional advisors) on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with its employees and such consultants sufficient to enable it to comply with all t
16、he provisions of this Agreement, and shall be responsible for any breach of the confidentiality restrictions herein by such employees and consultants.(d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Inf
17、ormation or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.(e)R
18、eceiving Party shall, at Disclosing Partys request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Partys option, certify destruction of t
19、he same.3.Remedies.The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed p
20、roper by a court of competent jurisdiction.4.Miscellaneous.(a)All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any
21、patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.(b)The parties agree to
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- 保密 合同 双语版 NON DISCLOSURE AGREEMENT
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