genderNDA-Non Disclosure Agreement-保密协定保密协议

MUTUAL NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

相互保密协议

Party A:

Party B:

Whereas:

Exchanging of relevant business and technological information is required for

the ongoing business discussions or cooperation between Party A and Party B

with respect to , this agreement is entered into by and between Party A and

Party

B

through

friendly

consultations

and

under

the

principle

of

mutual

benefit and joint development.

1. Definition of Confidential Information

Confidential

information

refers

to

data

and

information

with

respect

to

relevant businesses and technologies, whether in written or other forms, that

have been disclosed by either Party A or Party B to the other party with clear

label

or

designation

of

“confidential

information

referred

to

as

“confidential information

(1)

Information that is already or to be make public available, except those

disclosed by either Party A or Party B or their representatives in violation of

this agreement and without authorization;

(2)

Non-confidential

information

that

has

come

to

the

attention

of

the

receiving party before the disclosure of the other party;

(3)

Non- confidential

information

offered

by

either

party,

before

the

disclosure

of

which

the

receiving

party

is

not

informed

of

the

fact

that

the

provider

of

this

information

(a

third

party)

has

signed

a

binding

confidentiality

agreement

with

the

party

disclosing

the

non-confidential

information

under

this

agreement,

and

the

receiving

party

may

reasonably

presume

that

the

information

discloser

is

not

forbidden

to

offer

the

information to the receiving party.

2. Obligations and Liabilities

(1)

Both Party A and Party B represent to the other party as the provider and

receiver

of

confidential

information,

and

thus both undertake confidentiality

obligations and liabilities.

(2)

Neither

Party

A

nor

Party

B

shall

disclose

or

make

public

any

confidential

information

to

a

third

party

(including

the

press)

or

otherwise

make use of the confidential information without the written approval of the

other

party;

Both

parties

are

obliged

to

urge

their

representatives

not

to

disclose

or

make

public

any

confidential

information

to

a

third

party

(including the press) or otherwise make use of the confidential information;

unless the disclosure, publicity and application of the confidential information

is

required

by

the

due

performance

of

the

obligations

of

the

two

parties

in

association with the undertaking and proceeding of the cooperative programs

under

normal

circumstances

(including

obligations

to

be

assumed

by

both

parties in the future pursuant to the law and the contracts signed by the two

parties).

甲方：

乙方：

鉴于：

甲乙双方正在就

进行会谈或合作，需 要取得对方的相关业务和技术资

料，为此，甲乙双方

本着互惠互利、共同发展的原则，经友好协商签订本协议。

1.

保密资料的定义

甲乙双方中任何一方 披露给对方的明确标注或指明是

“

保密资料

”

的相关

业务和技术方面的

书面或其它形式的资料和信息（简称：保密资料），但不包括下述资料

和信息：

(1)

已经或将公布于 众的资料，

但不包括甲乙双方或其代表违反本协议规

定未经授权 所披露的；

(2)

在任何一方向接受方披露前已为该方知悉的非保密性资料；

(3)

任何一方提供的非保密资料，

接受方在披露这些资料前不知此资料提

供者（第三方）已经与本协议下的非保密资料提供 方订立过有约束力的

保密协议，且接受方有理由认为资料披露者未被禁止向接受方提供该 资

料。

2.

双方责任

(1)

甲乙双方互为保密资料的提供方和接受方，