Confidentiality Agreement
Contract Number：<合同编号
>
Party A: < 甲方公司名称
> Sign Date：<合同签约时间>
Party B: < 乙方公司名称 >
Place of Contract Signature:, District, , China
Whereas, Party A (sometimes referred to as “the Provider”) has or is going to disclose to Party B (sometimes referred to as “Recipient”) confidential information relating to (the project), being information to which Party A enjoys relevant rights, and Party B has fully understood and agreed that the Product or relevant information has actual or potential economic value due to its confidentiality, and Party A has taken reasonable protective measures in connection therewith;
Whereas, the Parties have agreed on the terms of engagement of Party B by Party A;
Therefore, in consideration of the principle of friendly cooperation and mutual understanding, the following Confidentiality Agreement is reached:
I. Confidential Information
1. Confidential Information shall mean all technology, information and commercial information relating tothe Project as disclosed or furnished by Party A to Party B, whether oral, written, graphic, in table, recorded, electromagnetic or in any other form, including books, record, plan, data, research, plan, customer data base, ideas, concepts, forecasts, reports, opinion, technology, know-how, program, equation, progress, parts, parts in production, commercial and trade secret, invention, application, movable asset, immovable asset, and other relevant information or intellectual property of the Provider and/or its affiliates, as well as any other information, of any type, kind, nature or method of acquisition, about the Provider and/or its affiliates, which the general public can hardly get access to.
2. Any other information proprietary to one party or confirmed orally or in writing by one party to beproprietary to that party.
3. The Recipient accepts that acquisition or disclosure of any Confidential Information is only aimed forevaluation of the merits and feasibility of the Project. This Agreement shall not be interpreted to grant any rights or permits to the Recipient under the intellectual property of the Provider. This Agreement has not, and shall not be deemed to have reached any agreement or commitment other than in
relation to the confidentiality provisions in respect of the Project. II. Non-Disclosure of Confidential Information
Party B agrees that, except as allowed by this Agreement or consented by Party A in writing, Party B shall not, at any time or in any form, divulge, disclose, communicate, use, plagiarize, copy or usurp all or any part of the Confidential Information, whether for itself, or for any other person or entity.
In case Party B is required (by oral inquiry, interrogation, request for information or documents, writ of summons, requirement under civil investigation or similar legal proceedings) to disclose the Confidential Information, Party B shall immediately give notice to Party A about the requirement, in order that Party A may seek appropriate
legal relief or waive in writing Party B’s obligation to abide by the provisions of this Agreement. In case legal relief is not obtained or written waiver is not received within a reasonable period of time, where Party B is forced under law to disclose the Confidential Information, Party B shall, following opinion of its legal advisor, make reasonable disclosure of the Confidential Information to the relevant authority without being subject to any of the liabilities hereunder.
III. Party B’s Obligat ion to Manage and Use
the Confidential Information
1. Party B agrees that only those of its employees who need to know or use the Confidential Informationfor their jobs may know or use the same. Party B shall sign a confidential agreement with its employees substantially the same as this Agreement, and treat Party A as an interested third party to that agreement (with independent rights of claim). Party B shall furnish a list of the names of Party B’s
employees and a copy of that confidentiality agreement, for the file-keeping and reference of Party A. Any breach of that confidentiality agreement by any prospective, incumbent or previous employees of Party B shall be deemed breach by Party B, whereupon Party B shall take the liabilities provided in this Agreement.
2. Party B agrees to take necessary measures to keep the confidentiality of the Confidential Information.Where it is necessary to deliver or inform the confidential information to a third party in order to perform the work provided hereunder, Party B shall obtain written permit from Party A and shall enter into a confidentiality agreement with the third party substantially the same as this Agreement, treating Party A as an interested third party in respect of that agreement. Party B shall furnish a copy of that agreement for the file-keeping and reference of Party A. Any breach of the agreement by the third party shall be deemed a breach of Party B of this Agreement, whereupon Party B shall take the liabilities provided in this Agreement.