保密协议英文合同

MUTUAL NONDISCLOSURE AGREEMENT 互相保密协议 This Mutual Nondisclosure Agreement, effective as of ________, 2005, is being entered into between ____________________________ and ________ [insert correct company name and address] (“Company”) relative to ________ Confidiential Information supplied to Citect Pty. Ltd’s China operations (“Citect”) for the ______________________ Contract No. _________:Contract 003 for Software Supply and Services effective October 15, 2003. 根据《______________》（合同编号：_______________）之三——即《_____________》（有效日期为_____________）的约定，________________（_____，以下简称为“ESI”）向________________ (以下简称为“____________”) 提供______保密信息，现____和_____ [插入公司名称和地址]（以下简称为“公司”）就该ESI保密信息的有关事宜经过友好协商，共同达成本互相保密协议，协议自2005年___月__日正式生效。 1. The Company and ESI each agree not to divulge to third parties, without the prior written consent of the other, any confidential information obtained from or through the other in connection with the performance of this Agreement (the “Confidential Information”), including the terms of this Agreement. Confidential Information may include, without limitation, trade secrets, processes, formulae, source code materials, specifications, programs, software packages, test results, technical know-how, methods and procedures of operation, business or marketing plans, customer lists, proposals, and licensed documentation. The Company and ESI hereby confirm that they will not use any Confidential Information of the other party, except in furtherance of the purpose(s) set forth hereinabove, and agree that each will also take all reasonable steps to prevent its employees and consultants from using or disclosing any of the other party's Confidential Information except as required for the performance of their duties hereunder. ESI and the Company will mark all Confidential Information with the word "Confidential" and will instruct their employees to identify as confidential any such information which is not in written form. Any information disclosed orally shall be followed by a written confirmation thereof, specifying the date and subject of the disclosure, within thirty (30) days. 2. Information shall not be considered confidential if it: a. is contained in a printed publication prior to the date of this Agreement; or b. is or becomes publicly known through no wrongful act or failure to act on the part of the receiving party; or c. is rightfully known by the receiving party without any proprietary restrictions at the time of receipt of such information from the disclosing party or becomes rightfully known to the receiving party without proprietary restrictions from a source other than a party to this Agreement; or d. is required by law to be disclosed by the receiving party; provided that the receiving party promptly notifies the other party and takes reasonable steps to limit such disclosure permissible under law; or e. is independently developed by any employee or agent of the receiving party who has not had access to or been informed of the information in question. 3. Information disclosed under this Agreement shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in the receiving party's possession. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the receiving party's possession, but only if the combination itself and its principle of operation are in the public domain or in the receiving party's possession. 4. Unless _____or the Company requests otherwise, each party may destroy the other party's Confidential Information in its possession after it is no longer required by the parties in furtherance of the purposes set forth hereinabove. Upon the request of either party, each party will deliver to the other party and erase from the memory of its computer and computer storage devices, or render non readable all remaining materials belonging to the other party and any copies or abstracts thereof, whether or not of a confidential nature. 5. Neither the execution of this Agreement nor the furnishing of Confidential Information by either party shall be construed as granting to the receiving party either expressly, by implication, estoppel, or otherwise, any license or right to make any use of any such Confidential Information, except as otherwise provided herein, and the receiving party agrees that neither it nor any of its subsidiaries, affiliates, officers, directors, employees, agents or representatives will make use thereof without the specific and express written consent of the disclosing party prior to such use. Furthermore, the receiving party agrees that Confidential Information disclosed hereunder is the sole property of the disclosing party and that the receiving party has no proprietary interest therein whatsoever. 6. Except as otherwise agreed in writing by the parties and subject to the confidentiality restrictions contained herein, the parties agree that either party may meet, exchange information, enter into agreements, and conduct business relationships of any kind with third parties to the exclusion of the other party hereto relating to projects which are the same or similar to those described above. Subject to the terms and conditions of this Agreement and except as otherwise agreed to in writing by the parties, discussion and/or communications between the parties hereto will not impair the right of either party to develop, make, use, procure, and/or market products or services now or in the future that may be competitive with those offered by the other, nor to develop and provide products to competitors of the other party, nor require either party to disclose any planning or other information to the other. Neither party has made any commitment hereunder to the other regarding the consummation of any proposed business relationship and each party will bear its own costs and expenses in connection with this Agreement whether or not such a relationship is consummated. 7. The parties agree that any and all Confidential Information shall be exported outside the United States only in compliance with all applicable United States export control laws. The receiving party will not directly or indirectly use or re-export disclosed Confidential Information in any manner contrary to U.S. export laws and regulations, including but not limited to use in nuclear, chemical/biological warfare and/or missile activities. The receiving party also agrees that it will not, without first procuring a BXA license or License Exception, (a) re-export or release any disclosed Confidential Information to a national of a country in Country Code D:1 or E:2; nor (b) export to Country Groups D:1 or E:2 the direct product of the disclosed Confidential Information, if such foreign produced product is subject to national security controls as identified on the Commerce Control List (See General Prohibition Three Sec. 736.2(b)(3) of the Export Administration Regulations). The obligations of this section 7 shall survive any expiration or termination of this Agreement. 8. The nondisclosure obligations of both parties under this Agreement shall terminate on the earlier of five (5) years from the date of disclosure or when the information is no longer confidential. 9. This Agreement shall be construed according to the laws of the State of Texas. The state and federal courts in the State of Texas shall have jurisdiction over any suit or proceeding brought in connection with this Agreement. 10. This Agreement sets forth the entire agreement and understanding between the Parties as to confidentiality and non-disclosure of Confidential Information and supersedes, cancels, and merges all agreements, negotiations, commitments, writings, and discussions between them as to the subject matter prior to the date of this Agreement. No chance, modification, alteration or addition to any provision hereof shall be binding unless in writing and signed by an authorized representative of both Parties.

保密协议 Confidentiality  Agreement 本保密协议由以下双方于         年        月        日签署： This Confidentiality Agreement ( “Agreement”), is made on _____ , by and between:                   （在下文简称为“披露方”)，其主要营业地位于：                     ___________________________(hereinafter referred to as “Disclosing Party”), whose registered office is situated at ________________________                      （在下文简称为“接受方”），其主要营业地位于：                     (hereinafter referred to as “Recipient”), whose registered office is situated at                     鉴于： WITNESSETH: 接受方希望                    （在下文简称为“目的”），且披露方愿意为该目的以口头、书面（包括电子形式）向接受方提供一些保密信息。 Whereas, the Recipient is interested to                    (hereinafter  referred to as a “ Purpose ”) and Disclosing Party has agreed to make available to the Recipient certain confidential oral, written and/or electronic information for the Purpose 基于以上原因，本协议各方同意以下条款： Now therefore, for and in consideration of the foregoing, the Parties agree as follows: 一、定义 Definition 为本协议目的，并受限于本协议条款和条件，下列单词具有如下含义： For the purpose of this Agreement, and subject to the terms and conditions hereof, the following words have the following meanings: “保密信息”是指在签署本协议后，披露方以书面、图纸、电子或口头形式披露给接受方的所有信息，包括但不限于协议、合同、分析、报告、信函、数据、财务报表、会议记录、矿样、岩芯，以及接受方或其代表完成的含有这些信息的或在此信息基础上形成的编辑、分析、数据等其他研究文件。 Confidential Information means all information of the Disclosing Party which is disclosed after the execution hereof in written, graphic, electronic or oral form to Recipient , including, but not limited to, agreements, contracts, analyses, reports, letters, data, financial statements, minutes of meetings, and other compilations , analyses, studies and reports prepared by Recipient or by any of its Representatives containing, or based in whole or in part on any such disclosed information. “代表”指接受方的关联公司，以及接受方和其关联公司各自的职员、代理、顾问、高级职员、董事、律师或会计师。 Representatives means Recipient’s affiliates, and Recipient’s affiliates’ respective employees, agents, consultants, officers, directors, attorneys and accountants. 二、保密义务 Obligation of Confidentiality 接受方同意： Recipient agrees to: （1）仅为目的需要使用保密信息，不会因其他目的允许第三方或向帮助第三方使用保密信息； a. use the Confidential Information solely for the Purposes and not permit or assist a third party to make use of the Confidential Information for any purpose; （2）严格保存保密信息，采取的保密程度最低不亚于其对待自己保密信息的保密程度； b. maintain all Confidential Information in strict confidence at least to the extent that Recipient employs to protect confidential information of its own; （3）仅向确需要知道该保密信息的代表披露该保密信息，且在披露前通知并要求其遵守本协议项下的义务，如同该代表亲自签署了本协议； c. restrict disclosure of the Confidential Information solely to those of its Representatives who have first been informed of and required to comply with the terms of this Agreement as if he ,she or it were a party to this Agreement. （4）对代表违反保密义务的行为负责。 d. be responsible for any breach of the obligations of confidentiality by its Representatives. 三、保密义务的排除性条款 Exceptions to Confidential Obligation 1、披露方同意接受方对以下信息不承担任何保密义务： Disclosing Party agrees that Recipient will not have any obligation to preserve the confidentiality of the Confidential Information which: （1）披露该保密信息的同时，已经进入公共领域的信息； a. at the time of disclosure is in the public domain; （2）披露信息为通常可以从其他第三方获得的信息，且这种能够从第三方获得信息的情况不是由于接受方违背本协议约定而造成的； b. after disclosure becomes generally available from a third party otherwise than through breach of this Agreement by Recipient; （3）有书面证据证明在披露方披露信息之前，接受方已通过其他第三方获知的信息，且该获得不是直接或间接地来自于披露方； c. can be demonstrated by documentary evidence to have been known to Recipient prior to disclosure, and which was not acquired directly or indirectly from Disclosing Party ; （4）接受方没有参照该保密信息而独立研究获得的信息； d. is independently developed by the Recipient without reference to the Confidential Information; 2、在可适用法律或管理机关要求接受方对保密信息进行披露时（“应要求的披露”），接受方在法律允许的范围内应：（i）立即书面通知披露方该“应要求的披露”，（ii）如果披露方寻求救济阻止该披露时，配合披露方。 In the event that the Recipient is required by applicable law or regulatory authority disclose the Confidential Information (“Required Disclosure”), in which case Recipient shall, to the extent permitted by law, (i) promptly notify Disclosing Party in writing of the Required Disclosure ; and, (ii) cooperate with Disclosing Party in the event that the Disclosing Party seeks an appropriate remedy to prevent such disclosure. 四、保密信息的返还 Return of the Confidential Information 1、接受方应当对持有保密信息的人员进行记录。 Recipient shall keep a record of the persons holding Confidential Information. 2、一旦披露方提出书面返还要求，接受方及其代表应当立即向披露方返还该保密信息并且销毁以任何形式存在的保密信息（包括，但不限于任何保密信息复印件以及由接受方和/或其代表依此完成的任何笔记、总结、分析、编辑、备忘录），从计算机或其他装置中擦去含有保密信息的记录。 Upon the request by Disclosing Party, Recipient shall immediately return all Confidential Information and destroy the same, in whatever form, (including, but not limited to, any copies of the Confidential Information, as well as any note, summary, analysis, compilation and/or memorandum prepared by Recipient and/or its Representatives on Confidential Information basis), and expunge all copies of the Confidential Information from any computer or other device. 3、以上4.2条约定的返还以及销毁保密信息并不免除接受方及其代表的保密义务。 The return and destruction of the Confidential Information as referred in Clause 4.2 does not release any Recipient and its Representatives from their obligations under this Agreement. 五、无权利 No Rights 接受方承认本协议所涉及的保密信息为披露方独家所有，签署本协议不代表授予接受方或向其转让任何权利。 Recipient agrees that all Confidential Information shall remain the exclusive property of Disclosing Party. Nothing contained in this Agreement shall be construed as granting or conferring any right to the Recipient. 六、无陈述及保证 No Representation or Warranty 接受方认可披露方对保密信息的完整性或真实性不作任何陈述或保证，但披露方保证其可正当地向接受方披露或使披露方获得该保密信息，且披露行为没有违背其对任何第三方的合同义务、法定义务、信托义务或其他义务。 Recipient acknowledges that Disclosing Party does not make any representation or warranty as to the completeness or accuracy of the Confidential Information. Disclosing Party does warrant, however, that Disclosing Party may rightfully disclose or make available the Confidential Information to Recipient without the violation of any contractual, legal, fiduciary or other obligation to any third party. 七、法律救济方法 Remedies 1、本协议各方认可并同意：在违约的情况下，违约金不是唯一的救济方式。披露方有权通过要求继续履行、获得禁止令救济或其他方式对本协议的实际违约进行法律救济。 The parties hereto all acknowledge and agree that damages would not but an adequate remedy for breach of the provision of this Agreement, and therefore Disclosing Party shall be entitled to enforce the provisions of this Agreement by obtaining specific performance, injunctive relief, and other remedies for any actual breach of the provisions of this Agreement. 2、尽管本协议有相反规定，接受方因违反本协议而应承受的金钱救济或赔偿金应限定在披露方因该违约而遭受的实际、直接和可预见损失范围内。 Notwithstanding anything to the contrary herein, any monetary remedies or compensatory damages arising from a breach of this Agreement by Recipient shall be limited to actual direct and foreseeable cost, losses or damages caused by or resulting from the breach and incurred by Disclosing Party. 八、期限 Term 本协议自签署之日起生效，并在签署之日后两年内持续有效，除非双方对此有其他约定。 This Agreement shall go into effect from the execution date, and shall be effect after 2 years from the date of this Agreement, unless otherwise provided for elsewhere herein. 九、本协议的保密 Confidentiality of Agreement 除非经可适用法律或管理机关要求，双方同意在没有得到另一方书面同意时，任何一方不能向第三方披露双方已签署本协议或双方就本协议所进行的相关磋商信息。 Except as required by applicable law or regulatory authority, the parties agree not to disclose to any third party that the parties have entered into this Agreement or any negotiation involved in relation to this Agreement, without the prior written consent of the other party. 十、适用法律 Governing Law 本协议将依照                    法律解释及管辖。 This Agreement shall be construed and governed in accordance with the laws of . 十一、仲裁 Arbitration 因本协议引起的或与本协议有关的任何争议将递交新加坡国际仲裁中心以仲裁方式解决，仲裁裁决是终局的且对双方都具有约束力。仲裁所发生的费用将由败诉方承担，除非仲裁庭对此有其他裁决。 Any dispute arising from or in connection with this Agreement shall be submitted to for arbitration. The arbitration award is final and binding upon both parties. The expenses for arbitration shall be borne by the losing party unless otherwise awarded by the arbitral court. 十二、语言 Language 本协议以中英文同时写就，且两种文字具有同等法律效力。若两种文字存在冲突，以英文为主。 This Agreement shall be signed both in Chinese version and English version, and both versions shall have equal effect. If there remains unresolved conflict between two languages, the English version will prevail. 十三、修改 Amendment 双方只能通过事先书面同意的形式修改或变更本协议，任何未经过另一方事先书面同意的修改和变更将是无效的。 This Agreement may be modified or amended only with the prior written consent of both parties. Any modification or amendment to this Agreement without such prior written consent shall be void. 十四、转让 Assignment and Transfer 未经另一方书面同意，任何一方不能将本合同以及其在合同项下任何权利和义务转让给第三方。本合同下所有的条款、承诺和条件将约束、适用双方以及其相应的继任者、执行者以及受让人。 This Agreement and the rights and obligations of any party will not assign and transfer to a third party except with the written consent of the other party hereto . All the terms , covenants and conditions of this Agreement will be binding upon and inure to the parties and their respective successors , executors and assignees. 十五、独立性 Severability 如果本协议的任何条款被证明为无效或不可执行，本协议的其他条款并不因此而受影响。 Should any portion or provision of this Agreement prove to be invalid or unenforceable , the rest of this Agreement shall not be affected by such invalidity or unenforceability. 十六、完整协议 Entire Agreement 本协议构成双方就保密信息所达成的完整协议，并且将取代双方之前就此达成的全部协议和谅解。 This shall constitute the entire agreement between both parties with respect to the Confidential Information and shall supersede any and all prior agreements and understanding of the parties relating thereto. 兹证明，本协议双方已于文首列示日期签署本保密协议。 IN WITNESS WHEREOF the parties have caused this Confidentiality Agreement to be signed on the date first above written

Employee confidentiality agreementParty:B: ***A, B both sides follow equality, voluntariness and reaching unanimity through consultation, under the principle of good faith on matters of confidentiality of trade secrets Party reached the following agreement:(A) Confidentiality content1. Party's trade secrets, including commodity production, supply, sales channels, customer lists, trade intentions, traded or negotiate prices, product performance, quality, quantity, delivery date;2. Party's business secrets, including the operating principles, investment decision-making intention, products, services, pricing, market analysis, advertising strategy;3. Party A's management secrets, including financial data, personnel data, wage data, logistics data;4. Party A's technical secrets, including product design and development.(B) the scope of confidentiality1. B Party in the labor contract before the existing trade secrets;2. B Party in the labor contract during the period owned by the commercial secrets.(C) The rights and obligations of both parties1. Party to provide normal working conditions, and reward based on performance, contract period, the first two months of salary for 2000 yuan, respectively, followed by four months to adjust Party B according to performance pay;2. The requirements of Party A Party B must be engaged in the design and development, weekly working hours to 40 hours, and the design and development of information delivery Party A, Party A has the right of ownership and disposal;3. The two sides before the dissolution or termination of labor contracts, without the written consent of Party A, Party B shall not use the commercial secrets of the design of new products released to a third party;(D) confidentiality periodThe labor contract period, specifically for the November 1, 2009 to April 30, 2010(E) liability for breach1. In the labor contract period, Party B breach of this agreement, Party A minor economic losses caused by Party A to Party B to lift the labor contract, and requested compensation for the three-month salary B;2. In the labor contract period, Party B breach of this agreement, resulting in significant economic losses Party A, Party B shall be removed from the administrative penalties, and additional economic damages, constitutes a crime, the appeal court, Party B shall be held criminal responsibility;3. A, square both sides due to implementation of this Agreement and breach of contract dispute over the implementation of laws and regulations, giving competence of both parties may apply to the Labor Party seat of the arbitration bodies for arbitration or to the people's court of appeal;(6) OtherThis Agreement in duplicate, A and B both sides armed with a through A, B and signed by both parties the date stamped.Party A (seal)Party B (Signed)Legal Representative SignatureNovember 1, 2009