CONFIDENTIAL
Mutual Non-Disclosure and Confidentiality Agreement
淇濆瘑鍗忚
This Mutual Non-
Disclosure and Confidentiality Agreement (this 鈥?/p>
Agreement
鈥? is made and entered into as
of
this
day
of
,
2018
(the
鈥?/p>
Effective
Date
鈥?
by
and
between
(the
"
Party
A
"),
a
company
duly
organized and registered under the laws of , whose registered address is situated at
, and
(the 鈥?/p>
Party
B
"), a company duly organized and registered under the laws of , whose registered address is situated at
.
Each of Party A and Party B may be referred to herein as a 鈥?/p>
Party
鈥?nbsp;and collectively as the 鈥?/p>
Parties
鈥?
鏈繚瀵嗗崗璁紙鈥滄湰鍗忚鈥濓級鐢变互涓嬪弻鏂逛簬
骞?/p>
鏈?/p>
鏃ワ紙鐢熸晥鏃ワ級绛捐锛?/p>
锛堚�滅敳
鏂光�濓級锛屽叾渚濇嵁
鍥芥硶寰嬫垚绔嬪苟娉ㄥ唽锛屾敞鍐屽湴鍧�涓?/p>
锛涘拰
锛堚�滀箼鏂光�濓級锛屽叾渚濇嵁
鍥?/p>
娉曞緥鎴愮珛骞舵敞鍐岋紝娉ㄥ唽鍦板潃涓?/p>
銆傛湰鍗忚涓紝鐢叉柟鍜屼箼鏂瑰悇绉扳�滀竴鏂光�濓紝鍚堢О鈥滃弻鏂光�濄�?/p>
WHEREAS the Parties have an interest to discuss some cooperation about
(the "
Possible Project
"),
wherein either Party might share information with the other
Party in accordance with the terms and conditions set
forth in this Agreement.
閴翠簬锛氬弻鏂规湁鎰忔唇璋堜竴浜涙湁鍏?/p>
鐨勫悎浣滐紙鈥滄綔鍦ㄩ」鐩�濓級锛屼笖浠讳竴鏂瑰潎鍙兘渚濇嵁鏈崗璁害瀹氫笌
鍙︿竴鏂瑰垎浜俊鎭�?/p>
NOW, THEREFORE,
the Parties agree as follows:
閴存锛屽弻鏂圭害瀹氬涓嬶細
1.
Except as set forth in Section 2 below, 鈥?/p>
Confidential Information
鈥?nbsp; means all
non-public, confidential or
proprietary
information
disclosed
before,
on
or
after
the
Effective
Date
by
either
Party
(the
鈥?/p>
Disclosing
Party
鈥?
to
the
other
Party
(the
鈥?/p>
Recipient
鈥?
or
its
affiliates,
or
to
any
of
Recipient's
or
its
affiliates'
employees,
officers,
directors,
partners,
shareholders,
agents,
attorneys,
accountants
or
advisors
(collectively,
鈥?/p>
Representatives
鈥?,
in
connection
with
the
Possible
Project,
whether
disclosed
orally
or
disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated
or
otherwise
identified
as
"confidential",
including
but
not
limited
to:
(a)
business
plans,
methods,
and
practices;
(b)
personnel,
customers,
and
suppliers;
(c)
inventions,
processes,
methods,
products,
patent
applications, and other proprietary rights; or (d) specifications, drawings, sketches, models, samples, tools,
computer programs, technical information, or other related information.
闄ょ浜屾潯绾﹀畾澶栵紝鈥滄満瀵嗕俊鎭�濇槸鎸囨墍鏈夊湪鐢熸晥鏃ヤ箣鍓嶃�佷箣涓�佷箣鍚庯紝鐢变竴鏂癸紙鈥滄姭闇叉柟鈥濓級鎶湶
缁欏彟涓�鏂癸紙鈥滄帴鏀舵柟鈥濓級鎴栧叾鍏宠仈鍏徃銆佹垨浠讳綍鎺ユ敹鏂规垨鍏跺叧鑱斿叕鍙哥殑闆囧憳銆佺鐞嗕汉鍛樸�佽懀浜嬨�佸悎
浣滀紮浼淬�佽偂涓溿�佷唬鐞嗕汉銆佸緥甯堛�佷細璁″笀鎴栭【闂紙缁熺О鈥滀唬琛ㄤ滑鈥濓級鐨勶紝鎵�鏈夐潪鍏紑鐨勩�佷繚瀵嗙殑鎴栦笓
鏈夌殑銆佷笌娼滃湪椤圭洰鏈夊叧鐨勪俊鎭紝涓嶇杩欎簺淇℃伅鏄彛澶存姭闇茬殑杩樻槸閫氳繃涔﹂潰銆佺數瀛愭垨鍏朵粬褰㈠紡鑾峰彇
鐨勶紝涓嶇杩欎簺淇℃伅鏄惁琚爣璁般�佹敞鏄庛�佹垨瀹氫箟涓衡�滄満瀵嗙殑鈥濓紝鍖呮嫭浣嗕笉闄愪簬锛?/p>
a)
涓氬姟璁″垝銆佹柟娉曞拰
瀹炶返锛涳紙
b
锛夊憳宸ャ�佸鎴峰拰渚涘簲鍟嗭紱锛?/p>
c
锛夊彂鏄庛�佹祦绋嬨�佹柟娉曘�佷骇鍝併�佷笓鍒╃敵璇峰拰鍏朵粬涓撴湁鏉冨埄锛涙垨
锛?/p>
d
锛夎鏍笺�佸浘绾搞�佽崏鍥俱�佹ā鍨嬨�佹牱鍝併�佸伐鍏枫�佽绠楁満绋嬪簭銆佹妧鏈俊鎭�佹垨鍏朵粬鐩稿叧淇℃伅銆?/p>
2.
Confidential Information does not include information that:
鏈哄瘑淇℃伅涓嶅寘鎷互涓嬩俊鎭細
a) is already known by the Recipient or becomes known to them from a source other than
the Disclosing
Party without a breach of any existing confidentiality obligations;
鍦ㄤ笉杩濆弽浠讳綍鐜版湁淇濆瘑涔夊姟鐨勬儏鍐典笅锛屽凡琚帴鏀舵柟鎴栨琚帴鏀舵柟浠庢姭闇叉柟浠ュ鐨勬潵婧愮煡閬撶殑淇?/p>
鎭紱
b) is or becomes publicly known through no wrongful act of the Recipient,
its affiliates or Recipient鈥檚 or its
affiliates鈥?nbsp;Representatives
; or
鍦ㄦ帴鏀舵柟鎴栧叾鍏宠仈鍏徃銆佹帴鏀舵柟鎴栧叾鍏宠仈鍏徃鐨勪唬琛ㄤ滑娌℃湁浠讳綍杩濇硶杩濈害琛屼负鐨勬儏鍐典笅锛屽凡缁忔垨
姝ｅ湪鍙樻垚鍏紑鐨勪俊鎭紱鎴?/p>
c) is independently developed by the Recipient without reference to any Confidential Information disclosed
hereunder.
鎺ユ敹鏂瑰湪涓嶅弬鑰冧换浣曟湰鍗忚椤逛笅琚姭闇茬殑鏈哄瘑淇℃伅鐨勬儏鍐电嫭绔嬬爺鍙戝嚭鏉ョ殑淇℃伅銆?/p>