Model 1 contract confidentiality agreement signed by _ _ _ _ _ _ (hereinafter referred to as "Party A")
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as "Party B")
As Party B may become a partner in Party A's relevant plans ("plans"), 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 the confidential information is only used for the evaluation or implementation of this plan, both parties have reached the following agreement through consultation:
Rule number one. Confidential information
1. The "confidential information" mentioned in this agreement refers to any technical and commercial information about Party A or its cooperative manufacturers or customers that Party A or its agents, employees and trustees disclose, deliver, display or allow Party B to know or obtain orally or in writing, regardless of whether such information is expressed in words, sounds, graphics, exhibitions or other forms, or whether it is recorded in written or electromagnetic form.
2. The business contents, marketing and product development plans and ideas of Party A and its partners disclosed to Party B by Party A or its representatives, agents, employees or other users for the implementation of this plan, including but not limited to the cooperation facts and cooperation contents of Party A and its partners, shall be regarded as confidential information of Party A, no matter how the information is expressed or attached to any media.
3. The technical information mentioned 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. The commercial information mentioned in this agreement includes but is not limited to price, business plan, marketing plan, data of cooperative manufacturers, customer data, personnel data and financial data, as well as cooperation methods, conditions and agreed contents proposed or discussed by both parties for negotiating this plan.
5. The confidential information mentioned in this agreement does not include the following information:
(1) Party B can prove in written documents or records that it was known to Party B or became public information before both parties started to negotiate the plan;
(2) Becomes a household name due to Party B's intentional disclosure;
(3) Confidential information disclosed with the written consent of Party A.
(4) Without violating this agreement, Party B can prove that it independently developed and obtained the information through written documents or records, and did not use Party A's confidential information.
(five) according to the provisions of the law or court orders or requirements, it is necessary to disclose. However, the party accepting the above orders or requirements shall notify Party A in advance and take necessary protective measures within the scope permitted by laws and regulations.
Article 2. Obligation of confidentiality
1. Party B agrees that the confidential information of Party A disclosed by Party A or known or obtained by Party B due to this plan can only be used for the purpose of future evaluation or implementation of this plan. Except for the purpose of this plan, Party B shall not use it for other purposes or for the benefit of itself or a third party, nor shall it disclose or provide it to any third party in any way. However, this restriction does not apply to employees, representatives, agents or users of Party B who have signed a contract with Party B in advance to protect the confidential information, and whose confidentiality obligations and responsibilities are not less than this agreement, and need to know the confidential information in their positions or businesses. If other personnel of Party B need to know the confidential information in their posts or business, they can also use the above procedures. Where Party B violates the provisions of this Article, Party A may cancel, terminate or dissolve the cooperative relationship, order or contract between Party A and Party B at any time without having to bear any compensation or compensation responsibilities to Party B, and Party A may also demand liquidated damages and other damages agreed in this Agreement from Party B..
2. When Party B provides or discloses confidential information to its employees, representatives, agents and other necessary personnel who participate in this plan according to the agreement in the preceding paragraph, it shall ensure that these personnel will also abide by the obligations assumed by Party B under this agreement, and shall be responsible for their violations of this agreement.
3. Party B agrees that Party A's confidential information disclosed by Party A due to this plan or known or obtained by Party B shall be stored separately from other materials to avoid confusion. Without the prior written consent of Party A, Party B shall not conduct reverse analysis on confidential information ... Party B shall adopt the following two higher standards of duty of care and take necessary and appropriate measures to keep it confidential:
(1) The duty of care used by Party B to protect its precious materials or property;
(2) The reasonable and prudent responsibility generally adopted by local manufacturers or companies engaged in similar businesses to protect their confidential information.
(3) If Party B finds anyone abusing confidential information, Party B shall immediately notify Party A and fully cooperate with Party A to help Party A retrieve the abused confidential information or prevent the abuse from continuing.
Article 3. Validity of this agreement and ownership of rights
1. After the signing of this agreement, whether the two parties continue to negotiate on this plan or 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 terminated, dissolved or eliminated for some reason afterwards, it will not affect the validity of this agreement.
2. The data ownership, know-how or knowledge, trade secrets, trademarks, patents and other intellectual property rights of the confidential information disclosed or provided by Party A due to this plan still belong to Party A. Such confidential information shall not become the property of Party B due to its disclosure or provision to Party B or the signing of this agreement; Party B will not obtain any authorization or other legal rights of confidential information. Party A has not authorized Party A's proprietary patents, copyrights, trademark rights, mask (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 copy or photocopy the confidential information disclosed or provided by Party A due to this plan in any way. Party B shall return all originals, copies, duplicates and excerpts of Party A's confidential information at its own expense within 10 working days after deciding not to implement this plan, the cooperation relationship is completed or the cooperation relationship is terminated. Party A may also require Party B to destroy or delete confidential information by itself; Party B shall also issue a closing statement to Party A immediately after the destruction or deletion is completed, stating that it has completed this fact.
Article 4. Other agreements
1. Party A has no obligation to disclose or provide any specific confidential information to Party B due to the signing of this agreement, and does not guarantee that it will be provided for this plan.
The completeness, correctness or purpose of the information provided or disclosed. Party B also understands that confidential information inevitably contains errors, such as printing errors, calculation errors, omissions or other forms of errors. Based on this, if Party B finds any mistakes during the bid opening, it should take the initiative to inform Party A to maintain the correctness of the information provided by Party A. ..
2. In any of the following circumstances, Party A may terminate this contract by written notice:
(1) Party B violates any agreement in this agreement. However, if Party A determines that the violation is minor, Party A must first set a time limit and ask Party B to improve.
(2) Party B is unable to pay daily expenses, stop normal business or apply for bankruptcy or similar procedures.
(3) Party B transfers more than 50% of its existing assets to a third party.
(4) Party B merges or merges with a third party.
5. Party B violates Item 1 of Article 2 of this Agreement.
[6] Party B or its employees, representatives, agents, users or necessary personnel who participate in this plan are informed of confidential information by Party B in the course of performing their duties or business, and are prosecuted by judicial organs for fraud, false statements, obstruction of confidentiality 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 finds that Party B or its employees, representatives, agents, users and other necessary personnel involved in this plan have information disclosure behavior, and intends to go through preservation procedures such as property preservation, ordering to stop infringement before litigation, or obtaining real-time relief before executing the procedures, Party B agrees to give up and waive Party A's obligation to provide guarantee in advance, and Party A can only make a ruling after requesting the court's permission.
4. Any provision of this agreement shall be deemed invalid if it conflicts with each other or with laws and regulations; Its invalidity is limited to the part that conflicts with laws and regulations, and does not affect other parts of this agreement.
5. The parties shall not have a partnership, employment or mutual agency relationship due to the signing of this Agreement. Except for the formal signing of the purchase, entrustment or cooperation contract of this plan, any discussion, disclosure or provision of confidential information by both parties for the purpose of negotiating this plan shall not be interpreted as that both parties have reached an agreement or commitment on this plan.
6. The exemption, restriction, transfer, addition, deletion, revision or modification of rights and obligations in this Agreement shall be signed by the legally authorized representatives of Party A and Party B in writing ... Without the written consent of the other party, neither party may transfer this Agreement; This agreement also binds the heirs or property managers of either party.
7. The confidentiality obligation of this agreement shall be valid for 5 years from the effective date, and Party B shall undertake the confidentiality obligation as agreed in the agreement, and shall not be exempted or invalidated due to the dissolution, termination, revocation, invalidity or non-establishment of the business relationship between Party A and Party B. ..
8. If Party B violates the confidentiality obligation of this Agreement, it shall not only bear the liability for damages according to law, but also pay Party A a penalty of 6,543,800 yuan, and Party B shall also bear the expenses incurred by Party A in exercising its rights under this Agreement.
9. If there are any matters not covered in this Agreement, it shall be interpreted and supplemented according to the local laws of Party A; Any dispute arising from the performance or non-performance of this Agreement shall be settled by both parties through negotiation in good faith. If negotiation fails, both parties agree to submit the dispute to the people's court where Party A is located for legal treatment.
Article 5, Supplementary Provisions
1. This agreement shall come into effect immediately after being signed by both parties.
2. This Agreement is made in duplicate, each original, and each party holds one copy.
Signed by:
Party A:
Legal representative:
Address:
Party B:
Legal representative:
Address:
date month year
Model Contract Confidentiality Agreement 2 Party A: (Enterprise)
Domicile:
Legal representative:
Party B: (employee)
Address:
ID number:
Whereas Party B has (or will) know Party A's business secrets, and Party B will contribute to the development of the enterprise during his tenure, Party A will pay Party B labor remuneration. In accordance with the relevant laws and regulations of our country, in line with the principle of protecting the business secret rights of enterprises and employees' rights and interests, Party A and Party B sign this confidentiality agreement in line with the principles of equality, voluntariness, fairness, honesty and credibility.
Article 1: Definition
In this agreement, Party A's "trade secrets" refer to the technical and commercial information that belongs to the nail party, is unknown to the public, can bring economic benefits to Party A, and is practical and kept confidential by Party A. ..
Article 2: Scope of Trade Secrets
Both parties confirm that Party A's business secrets include, but are not limited to, the following information: test results and test records, technological process or manufacturing method, technical parameters, technological formula, intermediate product or final product formula, samples, data, customer list, production and marketing strategy, source information, pre-tender price and bidding content information in bidding, undisclosed financial information and statistical data.
Article 3: Party B recognizes that keeping business secrets is a serious issue related to the survival and development of the enterprise, and is willing to undertake confidentiality obligations for all business secrets of the enterprise, except that due to work needs, Party B fulfills its obligations to the enterprise in good faith, accepts instructions from the enterprise, and conducts confidential communication with employees or customers of the enterprise who should know the above contents within the scope of business needs:
1. Do not intentionally obtain business secrets unrelated to work or your own business;
2. Do not directly or indirectly disclose secrets to irrelevant personnel within the enterprise;
3. It shall not be disclosed to any third person who does not undertake confidentiality obligations;
4. Don't use or plan to use it for your own benefit;
5. Do not allow (lending, giving, renting or transferring Party A's business secrets are "allowed") or assist any third party who does not undertake confidentiality obligations to use them;
6. Do not copy or disclose documents or copies of documents containing business secrets of enterprises at will;
7. The documents submitted by the company's customers who are kept and contacted for work should be properly handled, and they should not be used beyond the scope without permission;
8. If Party A's business secrets are found to have been leaked by others or by himself, effective measures shall be taken immediately to prevent the leakage from further expanding, and Party A's enterprise shall be reported in time.
Article 4: Duration of confidentiality
Party A and Party B confirm that Party B's confidentiality obligation begins when Party A takes appropriate confidentiality measures for the business secrets mentioned in Article 1 of this Agreement and informs Party B, and whether Party B is employed or not will not affect the commitment of confidentiality obligation. After Party B leaves his post, no matter why he leaves his post, he still bears the same confidentiality obligation and the obligation not to use relevant confidential information as during his tenure. After leaving the company, Party B shall undertake the obligation of confidentiality until Party A announces the decryption or the secret information is actually made public.
Model Contract Confidentiality Agreement 3 Party A: * * * * * * Co., Ltd.
Party B:
According to the relevant regulations of the state and local governments, Party A and Party B have reached the following agreement on the confidentiality of Party A's business secrets on the principles of equality, voluntariness, consensus through consultation and honesty:
(1) confidential content
1. Party A's transaction secrets, including customer channels, customer list, cooperation intention, transaction price or negotiation price, etc.
2. Party A's business secrets, including business policy, investment decision intention, certification service pricing, market analysis, advertising strategy, etc.;
3. Party A's management secrets, including financial information, personnel information, salary information, logistics information and management documents (work instructions, record forms, etc.). );
4. Party A's technical secrets, including certified product design, technical data, research and development achievements, such as CI manuals, training materials, internal LAN, etc.
(2) Scope of confidentiality
1. The scientific research achievements and technical secrets mastered by Party B before the labor/labor contract period shall be used by Party A with the consent of both parties;
2. Party B's service inventions, work achievements and research and development achievements during the labor/labor contract period;
3. Party A's business secrets that Party B has mastered before the labor/labor contract period;
4. Business secrets of Party B belonging to Party A during the term of the Labor/Labor Contract.
(III) Rights and obligations of both parties
1. Party A provides normal working conditions and good conditions for Party B's service inventions and R&D achievements, and rewards them according to the economic benefits created;
2. Party B must engage in operation, project design and development according to the requirements of Party A, and submit the results and materials of operation, design and development to Party A, which has the ownership and disposal rights;
3. Party B must strictly abide by Party A's confidentiality system, and shall not disclose Party A's business secrets to a third party without Party A's written consent;
4. After both parties dissolve or terminate the labor/labor contract, Party B shall not disclose to a third party the business secrets owned by Party A that are not known to the public;
5. Party B promises to abide by the following confidentiality obligations:
5. 1 The contents and documents of meetings at all levels shall not be disclosed or circulated to people outside the meeting before being distributed;
5.2 Without permission, confidential information such as financial information, customer information, contract agreement, salary, labor fee and other confidential contents shall not be consulted or copied. Central;
5.3 Important documents and materials of Party A shall not be taken out of Party A's office or provided to competitors or units and individuals that may compete. If it is really necessary to take the materials out of Party A's office due to work needs, it must be approved by the legal representative;
5.4 Do not store confidential documents and materials in places that are not conducive to confidentiality, and do not throw them around;
5.5 Do not carry confidential information for sightseeing, visiting relatives, visiting friends or going in and out of public places, and do not talk about Party A's secrets in public places or among relatives and friends; When customers visit, don't openly talk about Party A's internal affairs and confidential matters. Do not provide the guests with various documents read by Party A at will;
5.6 After printing and copying confidential documents such as Party A's financial information, customer information, contract agreement, salary and labor fee due to work needs, the printed paper shall be destroyed in time;
5.7 Ensure that there are no files and papers recording confidential information of Party A on the computer or desktop after work;
5.8 When the job changes leave Party A, Party B shall not take away any documents, materials, charts, etc. From Party A;
5.9 If Party A's secret has been or may be leaked, it shall take remedial measures immediately and report to the person in charge in time.
6. Party A implements the salary secrecy system, and Party B shall not inquire about other people's salary and/or inform others of his own salary.
(4) Duration of confidentiality
1. During the labor/service contract period;
2. The period when Party A's secret is not known to the public;
(5) Time limit for decryption
65438+ Party B shall complete the handover of confidential information;
2. If both parties have no intention to renew the labor/labor contract, the proposing party shall notify the other party in writing 1 month in advance, and the advance period shall be the confidentiality lifting period, and Party A shall take measures to remove the confidentiality to arrange Party B to leave the confidential post; Party B shall accept the work arrangement of Party A and complete the handover of confidential information;
3. After the termination or expiration of the labor/labor contract, Party B must abide by this agreement and shall not harm the interests of Party A. ..
(6) Liability for breach of contract
1. During the labor/labor contract period, if Party B violates this agreement, causing no economic losses to Party A, but causing troubles to Party A's normal production and business activities, Party A has the right to transfer Party B from the confidential post and give a warning until Party B's labor/labor contract is dissolved;
2. During the labor/labor contract period, if Party B violates this agreement and causes economic losses to Party A, Party A will dismiss Party B and pay extra compensation for economic losses, which is 5 times of the economic losses;
3. If, within two years after both parties dissolve the labor/labor contract, Party B violates this agreement and provides Party A's customer resources to competitors, thus causing economic losses to Party A, it is verified that Party A has the right to impose a fine of RMB 50,000 on Party B according to the number of customers lost. If the circumstances are serious, Party A will bring a lawsuit to the people's court where Party A is located.
(7) Others
This agreement is made in duplicate, one for each party, and shall come into effect as of the date of signature and seal by both parties.
Party A (seal) and Party B (signature)
Signature of legal representative
Date: Year Month Day Date: Year Month Day