NDA(英文范本)

1、NON-DISCLOSURE AGREEMENT,2012 ( “ Effectivecorpo rati on, hav ing its erein after,a Chin ese corpo rati on, hav ing(here in afterThis Agreeme nt made and en tered into thisday ofDate ” )by and between, aprincipal p lace of bus in ess at _ called“X” ), andits principal p lace of bus in ess at called

2、“” ),WITNESSETH:WHEREAS, X and, both have as their purp ose an in terest in exploring ap ossible bus in ess relati on shi p, and in order for the p arties to explore this relati onship, it may be necessary for the parties to disclose certain of their proprietary and other in formatio n to each other

3、, which in formatio n each of the p arties regards as con fide ntial. This con fide ntial in formatio n relates to sp ecificati on, tech no logy docume nts, trade secret, and so on.NOW, THEREFORE, the p arties hereto agree as follows:”),1. (a) All of the con fide ntial in formatio n (here in after “

4、 Con fide ntiall nformatio n in clud ing, without limitati on, all in formati on relat ing to bus in ess plans, finan cial or tech ni cal matters, trade secrets, desig ns, kno w-how, inven ti ons, op erati ons and any other information received or acquired by one party (“ Receiving Party” )from the

5、other ( “ DisclosingParty ” i" the course of exploring the possible bus in ess relati onship shall be in writte n form and marked “ CONFIDENTIAL , with the name of the Disclosing Party and the date of disclosure. If the Con fide ntial In formati on is in itially disclosed orally, it shall be re

6、duced to written form by the Disclosing Party (including the date of the oral disclosure and name of the Disclosing Party) and presentedor mailed to the ReceivingP arty withi n fiftee n (15) days of the first oral disclosure.(b) The Con fide ntial In formatio n shall remai n the property of the Disc

7、losi ng Party.(c) All information disclosed which is not marked “CONFIDENTIAL , or not reduced to written form and marked “ CONFIDENTIAL if initially disclosed orally shall be con sidered to be non-con fide ntial, and shall not be subject to the7obligations imposed by this Agreement. All Confidentia

8、l Information disclosed under this Agreement shall be limited to the subject matter mentioned in the Recital. The existence and terms of this Agreement shall be treated as Confidential Information.2. The Receiving Party shall:(a) hold the Confidential Information in confidence and not disclose it to

9、 third parties, except inthe limited cases referred to in paragraph“ 6” ; and(b) not use the Confidential Information for any purpose other than exploring or examining the possibility of a business relationship between the parties.3. Either party hereto shall have the right, at any time, to terminat

10、e in writing the discussions and exchange of information in connection with the exploration of the possibilities of a business relationship between the parties without any further obligations or liabilities to the other party, other than confidentiality hereunder, or any right or obligation relating

11、 Information hereunder.the obligations of to the Confidential4. (a) The obligations of the above paragraph which:2”shall not apply to any information(i) is available to the public through no breach of this Agreement by the Receiving Party; or(ii) was in the possession of the Receiving Party prior to

12、 receipt from the Disclosing Party; or(iii) is received independently from a third party who is free to disclose such information to the Receiving Party; or(iv) is subsequently independently developed by the Receiving Party; or(v) has been or is made public by the Disclosing Party, such as by commer

13、cial use or sale or by publications or patents, or otherwise; or(vi) is approved for release by written consent of the Disclosing Party.(b) Disclosure of Confidential Information shall not be precluded if such disclosure is pursuant to the requirement or request of a governmental agency or by operat

14、ion of law. Provided, however, the Receiving Party shall promptly give a written notice to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order.5. All Confidential Information delivered to and/or in the possession of the Receiving Party shall be returned or deli

15、vered to the Disclosing Party, with all copies made thereof, in whatever form, if the Disclosing Party so requests.6. The Receiving Party agrees that the Confidential Information shall be disclosed to only those people within its respective organizations or its agents, consultants, representatives o

16、r advisors who have a need to know the information and who are obligated under terms no less restrictive than those imposed by this Agreement on the Receiving Party.7. Each party shall have the right to refuse to accept any information under this Agreement, and nothing herein shall obligate either p

17、arty to disclose to the other party any particular information. Further, each party acknowledges that no contract or agreement providing for a business relationship, of any nature, shall be deemed to exist unless and until a final definitive agreement has been executed and delivered.8. If any offici

18、al approval is required by a government authority to disclose the Confidential Information hereunder, such disclosure is subject to that approval.Both parties shall comply in all respects with applicable laws, regulations and court orders, including but not limited to laws and regulations on export

19、control, in both parties' countries and other applicable countries.9. Disclosure of any information under this Agreement, or otherwise, shall not be construed as granting, directly or by implication, any license under or interest of any kind in any patent, patent application, copyright or other

20、intellectual property right10. Neither party shall be liable for inadvertent, accidental or mistaken use or disclosure of Information obtained under this Agreement provided that it exercises the same degree of care and precautions as it takes to safeguard its own proprietary information. Any copies

21、of the Information made by the receiving party shall reproduce the proprietary markings and any other legends contained thereon.11. Nothing in this Agreement shall grant to either party the right to make commitments of any kind for, or on behalf of, the other party without the prior written consent

22、of the other party.12. The Disclosing Party representsand warrants that it has the right to disclose the information disclosed under the terms of this Agreement and that disclosure of this information does not conflict with the terms of any agreement between the Disclosing Party and a third party.13

23、. The parties hereto shall be obligated to compensate each other the loss of damage and other cost for the breach of this Agreement. The Disclosing Party shall have the right to terminate the business relationship by written notice in advance, if the Receiving Party materially breach the term of thi

24、s Agreement.14. This Agreement supersedesall prior agreements,understandings, representations and statements, whether oral or written, between the parties relating to the disclosure of the Confidential Information. The terms of this Agreement may not be changed except by subsequent written agreement

25、 duly signed by an officer of each of the parties.15. Subject to Paragraph“ 4” hereof the obligation of the Receiving Party provided inParagraph “ 2” hereof shall continue3 fyoerars from the date of each receipt of the Confidential Information, even after termination of this Agreement according to p

26、aragraph “ 3” hereof.16. This Agreement shall be governed, construed and interpreted in accordance with the laws of the People' s Republic of China. Any disagreement or dispute which may arise inconnection with this Agreement, and which Parties are unable to settle by mutual agreement, shall be

27、finally settled by China International Economic and Trade Arbitration Commission South China Sub-Commission according to its rules in force at the time of application for arbitration. The venue of arbitration shall be Shenzhen, China. The award of arbitration shall be final and binding upon both parties. The arbitration fees shall be borne by the losing party except otherwise awarded by the arbitration commission.17. The Recei ving Party ack no wledges that remedies of damages may be in adequate to p ro