Confidentiality Agreement
The author of the agreement: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX (hereinafter referred to as "Party A")
____________________________ (hereinafter referred to as "Party B")
Because Party B may become a third party in Party A's related plans ("the Plan"), Party A may disclose or provide relevant confidential information to Party B in advance. In order to protect the confidentiality of Party A’s confidential information and ensure that such confidential information is only used for the evaluation or implementation of this plan, the parties have agreed as follows after discussion:
Article 1. Confidential Information
1. "Confidential information" as referred to in this Agreement refers to the disclosure, delivery, production or permission given by Party A or its agents, servants or trustees to Party B orally or in writing or allowed to be known to Party B. Any technical information and business information obtained about Party A or Party A's partners or customers, regardless of whether such information has been expressed in text, sound, graphics, display or any other form, and whether it has been recorded in writing or electromagnetic form storage.
2. Party A or its representatives, agents, employees or other users disclose to Party B the business contents of Party A and Party A’s cooperative vendors during the negotiation process in order to carry out this plan. , marketing and product development plans and ideas, including but not limited to the fact that Party A cooperates with its cooperative manufacturers and the content of the cooperation, etc., shall be regarded as Party A’s confidential information, regardless of the form in which such information is expressed or attached. On what medium.
3. The technical information referred to in this agreement includes but is not limited to technical information related to software and hardware technology, research and development, product development and design, and product manufacturing.
4. Business information referred to in this agreement includes but is not limited to prices, business plans, marketing plans, partner data, customer data, personnel data, financial data, and negotiations between the two parties for this plan. The proposed or discussed cooperation methods, conditions, agreed contents, etc.
5. The confidential information referred to in this agreement does not include the following information:
⑴. Party B can prove with written documents or records that before both parties start negotiating this plan, That is, it has become known to Party B or has become public information;
⑵. It has become relevant to the general public without intentional leakage of confidentiality by Party B;
⑶. With the written consent of Party A Disclosed confidential information;
⑷. Without violating this Agreement, Party B can prove in written documents or records that it independently developed the information without using Party A’s confidential information.
⑸. Disclosure is necessary in accordance with legal provisions or court orders or requirements. However, the party that accepts the above order or request shall notify Party A in advance and take necessary protective measures within the scope permitted by the law.
Article 2, Confidentiality Obligation
1. Party B agrees that Party A’s confidential information disclosed by Party A, or known or obtained by Party B as a result of this plan, can only be used for evaluation purposes. Or be used for the purpose of executing this plan in the future. Except for the purpose of this plan, Party B shall not use it for any other purpose or use for the benefit of itself or a third party, nor may it disclose or provide it to any third party in any way. However, if Party B’s current employees, representatives, agents or users have signed a contract with Party B in advance that is sufficient to protect the confidentiality of this confidential information and has confidentiality obligations and responsibilities no less stringent than this Agreement, and if they are in their duties or business, This does not apply to persons who need to know confidential information. If Party B subsequently has other personnel who need to know the confidential information due to their duties or business, the above procedures are also allowed to be handled. If Party B violates the provisions of this article, Party A may cancel, terminate or terminate the cooperative relationship, order or contract between Party A and Party B at any time without any liability for compensation or compensation to Party B. Party A may also request from Party B the provisions of this agreement. Liquidated damages and other damages.
2. When Party B provides or discloses confidential information to its employees, representatives, agents and other necessary personnel participating in this plan in accordance with the agreement in the preceding paragraph, it shall guarantee that such personnel will also abide by Party B's provisions in accordance with this agreement. For the obligations borne by the Agreement, any violation of this Agreement by such personnel shall be regarded as Party B's own conduct and Party B shall be held responsible for it.
3. Party B agrees that Party A’s confidential information disclosed by Party A, or known or obtained by Party B as a result of this plan, should be stored separately from other data to avoid confusion. Party B may not reverse engineer, reverse assemble or de-compile confidential information without Party A’s prior written consent. Party B shall adopt the higher standard of the following two duties of care and take necessary and appropriate measures to maintain its confidentiality:
⑴. Party B’s duty of care to protect its precious information or property;
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⑵. Reasonable care obligations generally adopted by local similar business manufacturers or companies to protect their confidential information.
⑶. If Party B discovers that anyone has improperly used confidential information, Party B shall immediately notify Party A and fully cooperate with Party A to facilitate Party A to retrieve the improperly used confidential information or prevent improper use. The situation continues to exist.
Article 3. The validity and ownership of rights of this agreement
1. After the signing of this agreement, regardless of whether the two parties continue to negotiate the plan or whether they sign any formal contract or agreement afterwards , will not affect the validity of this agreement. Even if the contract signed by both parties for this plan is subsequently terminated, canceled or extinguished for any reason, it will not affect the validity of this agreement.
2. The confidential information disclosed or provided by Party A as a result of this plan, its data ownership, expertise or knowledge, business secrets, trademarks, patents, and other intellectual property rights, etc., will still be owned by Party A. Such confidential information will not become the property of Party B by being disclosed or provided to Party B, or by the signing of this Agreement; nor will Party B obtain any authorization or other legal rights to the confidential information. Party A does not authorize Party A's exclusive patent rights, copyrights, trademark rights, photomask (circuit layout) rights or other intellectual property rights to Party B due to the signing of this Agreement.
3. Without the prior written permission of Party A, Party B shall not reproduce or photocopy in any way the confidential information disclosed or provided by Party A for this plan. Party B shall, at Party A's request, return all Party A's expenses at Party B's expense and at the latest after it is determined that this plan will not proceed, the cooperative relationship is completed or terminated, or within 10 working days from the day after the written notice from Party A arrives. Originals, copies, reproductions and excerpts of the Party’s confidential information. Party A may also require Party B to destroy or delete confidential information on its own; Party B shall immediately issue a cut-off letter to Party A after the destruction or deletion is completed, stating the fact that it has completed this.
Article 4, Other Agreements
1. Party A does not have the obligation to disclose or provide any specific confidential information to Party B due to the signing of this agreement, nor does it guarantee that Party A will disclose or provide any specific confidential information to Party B. The completeness, correctness or purposefulness of the information provided or disclosed by this project. Party B also understands that confidential information will inevitably contain errors such as typographical errors, calculation errors, omissions or other forms of errors. Based on this, Party B should proactively notify Party A if it discovers an error in the above opening, in order to maintain the accuracy of the information provided by Party A.
2. Under any of the following circumstances, Party A may terminate this contract by giving written notice:
⑴ Party B violates any agreement in this agreement. However, if Party A determines that the violation is minor, Party A may first set a time limit and require Party B to make improvements.
⑵. Party B is unable to pay its daily expenses, ceases its usual business or applies for bankruptcy or similar procedures.
⑶. Party B transfers more than 50% of its existing assets to a third party.
⑷. Party B acquires or merges with a third party.
⑸. Party B violates the provisions of Article 2, Item 1 of this Agreement.
⑹. Party B or Party B’s employees, representatives, agents, users, or necessary personnel participating in this plan who know the confidential information in their duties or business, as specified in Paragraph 1 of Article 2 above, are involved in the incident. Those who are prosecuted by judicial authorities for fraud, false statements, tampering with secrets or other similar crimes.
3. Based on Party B’s full understanding of Party A’s urgent need to protect relevant confidential information, if Party A discovers the need for Party B or its employees, representatives, agents, users and others to participate in this plan When an employee leaks secrets and intends to obtain immediate relief through property preservation, pre-litigation ordering to stop the infringement, or other preservation procedures, or prior to execution procedures, Party B agrees to waive and waive Party A's obligation to provide guarantee in advance, and Party A may only release the Ming requested the court to grant a ruling.
4. If any clause in this agreement conflicts with each other or the law, it will be deemed invalid; its invalidity is limited to the part that conflicts with the law and does not affect other parts of this agreement. .
5. The parties do not have a partnership, employment or mutual agency relationship due to the signing of this agreement. Except for the formal signing of a procurement, entrustment or cooperation contract for this plan, any discussion and disclosure or provision of confidential information conducted by the two parties to negotiate this plan shall not be construed as an agreement or commitment between the two parties regarding this plan.
6. The exemption, restriction, transfer, addition, deletion, amendment or modification of the rights and obligations of this Agreement shall be made in a written document signed by the legally authorized representatives of Party A and Party B. Neither party may transfer this Agreement without the written consent of the other party; this Agreement also binds the successors or property administrators of either party.
7. The confidentiality obligation in this agreement shall be effective within 5 years from the effective date. Party B shall bear the obligation of confidentiality in accordance with the agreement, and this shall not be due to the termination, termination, cancellation, invalidity or non-establishment of the business relationship between Party A and Party B. Exempted or invalidated.
8. If Party B violates the confidentiality obligations of this Agreement, in addition to being liable for damages in accordance with the law, Party B will also be required to pay Party A liquidated damages in the amount of RMB 1 million. Party B shall also bear Party A's liability. Expenses incurred in enforcing the rights under this Agreement.
9. If there are any matters not covered in this Agreement, they shall be interpreted and supplemented in accordance with the laws of Party A’s location. Any disputes arising from the performance or non-performance of this Agreement shall be negotiated in good faith and shall be negotiated as best as possible. If the negotiation fails, both parties agree to submit the dispute to the People's Court where Party A is located for handling according to law.
Article 5, Supplementary Provisions
1. This agreement shall take effect immediately upon signature by both parties.
2. There are two copies of this agreement, each copy is an original, and each party holds one copy as proof.
The person who signed the agreement:
Party A: Party B: Legal representative:
Legal representative: Legal representative:
Address: Address:
A certain day of a certain year
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