当前位置：文档库 › Mutual NDA

Mutual NDA

Mutual Non-Disclosure Agreement

Each undersigned party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to (i) [specific business information to be disclosed] in conjunction or (ii) the Disclosing Party's business (including, without limitation, computer programs, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not) schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information), which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.

Notwithstanding the foregoing, nothing will be considered "Proprietary Information" of the Disclosing Party unless either (1) it is first disclosed in tangible form and is conspicuously marked "Confidential," "Proprietary" or the like or (2) it is first disclosed in nontangible form and orally identified as confidential at the time of disclosure and is summarized in tangible form conspicuously marked "Confidential" within 30 days of the original disclosure.

In consideration of the parties' discussions and any access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Receiving Party hereby agrees as follows:

1. Use of Proprietary Information. The Receiving Party agrees:

a. to hold the Disclosing Party's Proprietary Information in

confidence and to take reasonable precautions to protect such

Proprietary Information (including, without limitation, all

precautions the Receiving Party employs with respect to its

confidential materials),

b. to not divulge any such Proprietary Information or any information

derived therefrom to any third person (except consultants, subject

to the conditions stated below,

c. not to make any use whatsoever at any time of such Proprietary

Information except to evaluate internally whether to enter into the

currently contemplated agreement with the Disclosing Party; and

d. not to copy or reverse engineer any such Proprietary Information.

Any employee or consultant given access to any such Proprietary Information must have a legitimate "need to know" and shall be similarly bound in writing. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (i), (ii), (iii) and (iv) shall not apply to any information that the Receiving Party can document (1) is (or through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (2) was in its possession or known by it prior to receipt from

the Disclosing Party, or (3) was rightfully disclosed to it by a third party without restriction, provided the Receiving Party complies with any restrictions imposed by the third party, or (4) was independently developed without use of any Proprietary Information of the Disclosing Party by employees of the Receiving Party who have had no access to such information. The Receiving Party may make disclosures required by court order, provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.

2. Return of Proprietary Information. Immediately upon (i) the decision by either party not to enter into the agreement contemplated by paragraph 1, or (ii) a request by the Disclosing Party at any time (which will be effective if actually received or three days after mailed first class postage prepaid to the Receiving Party), the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof.

3. Disclosure. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated between the parties.

4. Miscellaneous. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, attorneys' fees, in connection with any breach or enforcement of the Receiving Party's obligations hereunder or the unauthorized use or release of any such Proprietary Information. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the State of [____] without regard to the conflicts of law provisions thereof. This Agreement supersedes all prior discussions and writing and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys' fees. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver. This Agreement shall be construed as to its fair meaning and not strictly for or against either party.

In witness whereof, the parties have executed this Agreement as of the __________ day of __________, 200__.

By: By:

Title: Title:

经销商授权协议合同书(中英文对照)

授权经销商协议（中英文对照）编辑前可删除此页合同特点：简单明了条款轮廓清晰（花费了太多时间）收取一点点费用请不要介意

授权经销商协议 Authorized Dealer Agreement 甲方：Party A: 乙方：Party B: 甲、乙双方经友好协商，本着平等、自愿、诚实、互惠互利的原则，就合作事宜达成如下协议： Through friendly negotiations, based on the principle of equality, voluntary, honest and mutual benefit, Party A and Party B made and entered into the following agreement on: 1.委任 Appointment 甲方授权乙方作为甲方产品中国地区的唯一授权经销商。 Party A authorizes Party B as the only authorized dealers of Part A’s product in China. 所涉及的： Involves: 2.有效期 Validity 本协议自双方签字盖章之日起生效，有效期至年月日止。 This Agreement shall become effective as of the date of signature and seal by both parties. Valid until . 当本协议期满，如双方同意续约，应在本协议有效期满前_______个工作日内签署书面续约协议。 Upon the expiration of this contract, if both parties agree to renewing, shall sign a written renew contract within working days prior to the expiry of this agreement. 3.甲方责任和义务 Party A responsibilities and obligations 基于本协议授予的独家代理权，甲方不得直接或间接地通过乙方以外的渠道向代理区域顾客销售或出口甲方产品第一条所列商品或服务。

NDA保密协议(中英文)

CONFINDENTIALITY AGREEMENT FOR XXX CO., LTD. 上海恒润数码影像科技有限公司保密协议 This CONFIDENTIALITY AGREEMENT is made and effective on the [ ] day of [ ], 2006 by and between XXX CO., LTD. (hereinafter referred to as OWNER) and someone who was transmitted the proprietary information by OWNER (hereinafter called RECIPIENT). 本保密协议由XXX有限公司（以下简称“所有方”）与保密信息的接受方（以下简称“接受方”），于2006年[ ]月[ ]日共同签署。 OWNER: Legal Representative: Address: 所有方：法定代表人：地址： RECIPIENT: Legal Representative: Address: 接受方：法定代表人：地址： Both OWNER and RECIPIENT agree as follows: 所有方与接受方达成如下协议： 1. Confidential Information 保密信息 1.1 OWNER’s Confidential Information is any information which OWNER identifies as confidential and delivers to RECIPIENT orally, in writing or by any other media, or allows RECIPIENT to observe at OWNER’s facilities which relates to OWNER’s business, including but not limited to drawings, specifications, production schedules, marketing, application, test data, manufacturing lines, processes, machine tools, samples or the like with the following exceptions:

品牌授权协议(中英文对照)

品牌授权协议 (中英文对照) 说明：本文为word格式，下载后可直接打印使用

签约各方：BETWEEN: 甲方（授权方）：Party A (Authorizing Party): 乙方（被授权方）：Party B (Authorized Party): 丙方（生产加工方）：Party C (Manufacturing and Processing Party): 丁方（生产加工方）：Party D (Manufacturing and Processing Party): 定义：DEFINITIONS: 1、指由在韩国直接生产的或者由丙方、丁方依据乙方的指示，按照甲方提供的制造工艺和相关技术生产制造的，并由甲方依据本合同的约定授权乙方在中华人民共和国境内销售的相关品牌产品。 The term as used herein means such brand products as directly manufactured in Korea or as jointly manufactured by Party C and Party D subject to instructions of Party B and with the manufacture processes and related technologies provided by Party A hereunder, and as Party A authorizes Party B to sell within the territory of the People’s Republic of China in accordance with terms agreed herein. 2、发货：系指收到乙方书面订购产品订单的本合同当事方，包括甲方、丙方和丁方。“Supplier” as referred to herein means such party to this Contract as may receive written orders from Party B for , including Party A, Party C as well as Party D. 鉴于：WHEREAS, 1、甲方系一家依据大韩民国法律设立的企业法人，有意依据本合同之约定授权乙方在中华人民共和国境内销售产品，并愿意向丙方和丁方提供生产产品的相关制造工艺和技术，以便丙方和丁方可即使依据乙方的指示向乙方提供产品； Party A, a corporation duly incorporated and valid existing under the laws of the Republic of Korea, desires to, pursuant to provisions contained herein, authorize Party B as its agent to sell within the territory of China, and agrees to provide Party C and Party D with related manufacturing processes and technologies for intended manufacture of , thus enabling Party C and Party D hereto to furnish to Party B subject to instructions of Party B; 2、乙方系一家依据中华人民共和国法律、法规设立的有限责任公司，愿意接受甲方的授权和委托，按照本合同之约定在中华人民共和国境内销售产品； Party B, a limited liability corporation duly incorporated and valid existing under the applicable laws and regulations of the People’s Republic of China, hereby agrees to accept such authorization and entrustment by Party A hereunder whereby to sell Products within the territory of China pursuant to provisions described herein; 3、丙方和丁方均系依据中华人民共和国法律、法规设立的有限责任公司，且具备生产产品的能力，愿意依据本全责的约定为乙提供产品。 Party C and Party D, both limited liability companies duly incorporated and existing under the laws and regulations of the People’s Republic of China and having sufficient capability and competence to manufacture the said Products, hereby agree to provide Party B with desired Products in accordance herewith. 上述各方经协商一致、就上述事宜，达成签订本合同，以兹各方共同信守执行。 NOW, THEREFORE, in consideration of promises and mutual covenants contained herein, the parties hereto agree as follows: 第一条授权销售区域：Article 1 Authorized Territory

保密协议NDA中英文

M u t u a l N o n-D i s c l o s u r e a n d C o n f i d e n t i a l i t y A g r e e m e n t 保密协议 This Mutual Non-Disclosure and Confidentiality Agreement (this “Agreement”) is made and entered into as of this day of , 2018 (the “Effective Date”) by and between (the "Party A"), a company duly organized and registered under the laws of , whose registered address is situated at, and(the “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 “Party” and collectively as the “Parties”. 本保密协议（“本协议”）由以下双方于年月日（生效日）签订：（“甲方”），其依据国法律成立并注册，注册地址为；和（“乙方”），其依据国法律成立并注册，注册地址为。本协议中，甲方和乙方各称“一方”，合称“双方”。 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. 鉴于：双方有意洽谈一些有关的合作（“潜在项目”），且任一方均可能依据本协议约定与另一方分享信息。 NOW, THEREFORE, the Parties agree as follows: 鉴此，双方约定如下： 1.Except as set forth in Section 2 below, “Confidential Information” means all non-public, confidential or proprietary information disclosed before, on or after the Effective Date by either Party (the “Disclosing Party”) to the other Party (the “Recipient”) or its affiliates, or to any of Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors (collectively, “Representatives”), 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. 除第二条约定外，“机密信息”是指所有在生效日之前、之中、之后，由一方（“披露方”）披露给另一方（“接收方”）或其关联公司、或任何接收方或其关联公司的雇员、管理人员、董事、合作伙伴、股东、代理人、律师、会计师或顾问（统称“代表们”）的，所有非公开的、保密的或专有的、与潜在项目有关的信息，不管这些信息是口头披露的还是通过书面、电子或其他形式获取的，不管这些信息是否被标记、注明、或定义为“机密的”，包括但不限于：a)业务计划、方法和实践；（b）员工、客户和供应商；（c）发明、流程、方法、产品、专利申请和其他专有权利；或（d）规格、图纸、草图、模型、样品、工具、计算机程序、技术信息、或其他相关信息。 2.Confidential Information does not include information that: 机密信息不包括以下信息： 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; 在不违反任何现有保密义务的情况下，已被接收方或正被接收方从披露方以外的来源知道的信息； b) is or becomes publicly known through no wrongful act of the Recipient, its affiliates or Recipient’s or its affiliates’ Representatives; or 在接收方或其关联公司、接收方或其关联公司的代表们没有任何违法违约行为的情况下，已经或正在变成公开的信息；或 c) is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder. 接收方在不参考任何本协议项下被披露的机密信息的情况独立研发出来的信息。

著作权授权协议书(中英对照)

协议书立协议书人甲方：广东XX文化传播有限公司地址：XX 电话：XX 传真：XX 乙方：（以下简称：乙方）地址：电话：传真： ( 签约手续 : 签约时，双方均向对方提供有效的营业执照复印件、法定代表人身份证明书或身份证复印件，如为个人的，须提供个人身份证复印件，以上材料均需盖章或签名 ) 甲、乙双方经友好协商，就甲方制作并享有著作权及邻接权的由郑阳表演的《水月情缘》和《雏菊》专辑（以下简称授权节目）授权乙方于韩国地区独家出版、复制、发行并在韩国地区交付词曲菱权相关事宜达成如下协议：一、授权节目名称及内容 1、授权节目名称：《》（暂定名）。 2、授权节目内容：见附件一《授权节目的曲目清单》。二、授权范围 1、授权地区：韩国 2、授权期限：两年，自本协议书生效之日起计算。 3、授权方式：独家使用。 4、授权载体：CD 三、甲方之权利和义务： 1、甲方保证其对本协议第一条约定的授权节目拥有合法的邻接权, 包括表演者

肖像权利及邻接权，其许可乙方使用上述节目时，不构成对上述节目在中国大陆地区所涉及的邻接权人的侵权，并保证上述节目的内容不违反相关法律的禁止性规定。 2、甲方须于本合同签订之日起向乙方提供授权节目之CD-R形式的母盘，并保证母盘质量完好；如出现质量问题，甲方保证在无条件下更换、重制或修复至该瑕疵带完全复原。 3、甲方应在提交母盘的同时向乙方提供授权证明书文件； 4、甲方承担本合约所指之授权节目所有的录音录像制作、编配、表演等著作权使用费及其他的前期制作费用。 5、甲方须在提交母盘的同时向乙方提供表演者郑阳的相片、签名及该授权节目的相关文案、设计元素资料等，以供乙方作包装设计之用途。 6、甲方保证在本协议书授权期限及地区内不再把该授权节目转让或授权于乙方以外的第三方使用或与第三方合作使用。 7、依照音像行业的惯例，乙方在合法出版物的封面上有权合理使用甲方的全部商标，在甲方提交母盘的同时，甲方应将商标样图提供给乙方。如有乙方不得使用的商标，甲方应向乙方作书面通知并附该商标的样图。甲方保证许可乙方使用的商标不侵犯任何第三人的合法权益，若因此而引起的法律纠纷由甲方负责处理。 8、乙方保证在授权地区：CD版本上附贴由甲方提供印有“XX传播”的桔黄色防伪标贴方可销售，如甲方发现在授权地区没有附贴甲方提供标贴或者伪造甲方提供的标贴，乙方须赔偿甲方每张产品应收版税的五倍。如被甲方发现两次或多次，甲方将视其为违约，乙方将承担不低于10万美元的违约金赔偿甲方，并追究其违约责任。乙方在追加产品生产量时需提前15个工作日向甲方申请防伪标识，以免耽误产品生产销售。 9、乙方在成品碟生产完毕后需向甲方无偿提供各种载体的音像制品样碟及印刷品各30套，此样碟不计入甲乙方产品结算数量中。四、乙方的权利和义务： 1、乙方负责将授权节目制作成CD在授权地区内独家出版、复制、发行，并独立负责设计、印刷该授权节目的海报、封面、落款等，但须经由甲方之审查及批准。 2、乙方保证按本协议约定的范围、方式和期限行使权利，并保证按本协议约定的版税支付方式向甲方支付版权使用费。

化妆品品牌授权合同(中英文对照)

编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载化妆品品牌授权合同(中英文对照) 甲方：___________________ 乙方：___________________ 日期：___________________

甲方：乙方：丙方：丁方：签订日期： _____ 年_____ 月第 1 页共16 页

签约各方: BETWEEN: 甲方（授权方）： Party A （Authorizing Party）: 乙方（被授权方）： Party B （Authorized Party）: Party C (Ma nu facturi ng and 丙方（生产加工方）： Process ing Party）: 丁方（生产加工方）： Party D (Ma nu facturi ng and Process ing Party): 定义： DEFINITIONS: 1、：系指由在韩国直接生产的或者由丙方、丁方依据乙方的指示，按照甲方提供的制造工艺和相关技术生产制造的，并由甲方依据本合同的约定授权乙方在中华人民共和国境内销售的相关品牌产品。 1. The term “” as used here in mea ns such brand products as directly manu factured in Korea or as join tly manu factured by Party C and Party D subject to in struct ions of Party B and with the manu facture processes and related tech no logies provided by Party A here un der，and as Party A authorizes Party B to sell within the territory of the People ' s Republic of China in accorda nee with terms agreed here in. 2、发货发：系指收到乙方书面订购产品订单的本合同当事方，包括甲方、

翻译版权许可合同 (中英文)

CONTRACT OF COPYRIGHTS PERMISSION ON WORK’S TRANSLATION 本合同系中译英，翻译：张云军 This contract translated from Chinese to English by Mr. Chang Yunejune. 说明：这个合同适用于直接从外国出版社购买翻译版权，由被许可方负责制作的情形。付款按约定的印数一次性支付。 This contract concluded on the date of 合同签订日期：本合同于年月日由（中方出版社名称、地址，以下简称为：出版者）与（外国出版社名称、地址，以下简称：版权所有者）双方签订。版权所有者享有（作者姓名，以下简称作者）所著（书名）第版的版权（以下简称作品），现双方达成合同如下： This contract is concluded and ente red into by and between ( the name and address of a China’s publishing company, hereinafter referred to as publisher) and (the name and address of a foreign publishing company, hereinafter referred to as proprietor of copyrights) on the date of . Proprietor enjoy the copyrights of the edition (book name) written by (the author name，hereinafter referred to as author ). NOW THEREFORE, it is hereby agree as bellow: 律师观点：序言部分给出了合同双方的名称和地址，以及翻译作品的详细资料。对于一部很快会被修订的非小说作品，西方出版社通常会将版权许可仅限于当前版本。 1．根据本合同，版权所有者授予出版者独家许可，准许其以该出版社的名义，以图书形式（简/精装）翻译、制作、出版该作品中文（简体）版册（以下简称翻译本），限在中华人民共和国大陆发行，不包括香港和澳门和台湾。未经版权所有者的书面同意，出版者不能复制版权所有者对该作品的封面设计，也不能使用版权所有者的标识、商标或版权页。本合同授予的权利不及于该作品的其他后续版本。

独家版权(著作权)授权合同(英文)

HIS AGREEMENT (the “Agreement”) is made and entered into effective as of the Date (the “Effective Date”), by and between Name of Licensor, a Delaware Corporation (the “Licensor”), and Name of Licensee, a New York LLC (the “Licensee”). RECITALS: (A) Licensor owns all proprietary rights in and to the copyrightable and/or copyrighted works as described in Appendix A, incorporated herein by reference, and hereinafter collectively known as the “Work”, and has the exclusive right to license to others the right to produce, copy, make, sublicense or sell the Work. (B) Licensor owns all rights in and to the Work and retains all rights to the Work, which are not transferred herein, and retains all common law copyrights and all federal copyrights which have been, or which may be, granted by the Library of Congress. (C) Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration as set forth herein, Licensor and Licensee agree as follows: 1. Grant of License. (A) Licensor hereby grants to Licensee, in accordance with the terms and conditions

授权协议-中英文

保密协议英文版

MUTUAL NON-DISCLOSURE AGREEMENT (NDA) THIS AGREEMENT, made this ________ day of _________________ 2011 (the “Effective Date”), between , a Chinese corporation having its principal office at Shanghai 200131, P.R.C (hereinafter referred to as “”) and __________________________ a ____________________ [Country] Corporation having its principal office at ________________________________________________________________________________[Address] (hereinafter referred to as “Company”). WITNESSETH WHEREAS,both parties, for their mutual benefit, desire to disclose to the other certain specifications, designs, plans, drawings, software, data, prototypes, or other business and/or technical information related to production equipment and process technology for ___________________________________(hereinafter referred as the “Project”) not currently disclosed by the applicable patents which is proprietary to the disclosing party. WHEREAS, both parties disclose certain areas of said proprietary data to each other on the condition that the other does not disclose the same to any third party nor make use thereof in any manner except for the evaluation and specification relating to the Project. NOW, THEREFORE, the parties hereto agree as follows: Article 1, DEFINITIONS “Confidential Information” shall mean any information received from the disclosing party which is marked as “CONFIDENTIAL” and/or “PROPRIETARY”. Information initially furnished orally or visually which was identified by the disclosing party as confidential and/or proprietary at the time of disclosure shall be confirmed by the disclosing party as Confidential Information in writing with accompanying letter or per e-mail within fifteen (15) days of its initial disclosure. An Affiliated Company is any corporation, company, or other entity, which: (i) is controlled by a party to this Agreement; or (ii) controls a party; or (iii) is under common control with a party. For this purpose “control” means ownership or control, direct or indirect, o f more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such entity. An entity is considered an Affiliated Company only so long as such ownership or control exists. Confidential Information disclosed or received by an

NDA保密协议范本-英文

CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (hereinafter referred to as “th e Agreement”) is made and is effective as from , (DD, MM, YY) Between Wuhan FiberHome International Technologies Co., Ltd., a company established pursuant to the laws of People’s Republic of China (hereinafter referred to as “PRC”), with its registered address at 88 Youkeyuan Road, Hongshan District, Wuhan, Hubei Province, PRC, further hereinafter to be referred to as the Party A; And , a company established pursuant to the laws of , with its registered address at , further hereinafter to be referred to as the Party B. The term “both Parties” shall collectively mean Party A and Party B. RECITALS A. Both parties intend to discuss certain matters regarding potential business transactions in Telecommunication’s Areas. B. In connection with these discussions, certain confidential and proprietary information regarding each party (such party shall be stipulated as “Disclosing Party”) may be disclosed to the other party, its employees, affiliates, agents, contractors, and subcontractors (such party shall be stipulated as “Receiving Party”). C. The parties desire to establish the terms under which each will disclose certain confidential and proprietary information. AGREEMENT Both parties, therefore, agree as follows: 1. Confidential Information. Confidential Information shall mean: a. Any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, products, planning information, marketing strategies, plans, finance, operations, customer relationships, customer profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of either party or any of their subsidiaries and affiliated companies and the customers, clients, and suppliers of any of the foregoing;

保密协议NDA(中英文)

Mutual Non-Disclosure and Confidentiality Agreement 保密协议 This Mutual Non-Disclosure and Confidentiality Agreement (this “Agreement”) is made and entered into as of this day of , 2018 (the “Effective Date”) by and between (the "Party A"), a company duly organized and registered under the laws of , whose registered address is situated at, and(the “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 “Party” and collectively as the “Parties”. 本保密协议（“本协议”）由以下双方于年月日（生效日）签订：（“甲方”），其依据国法律成立并注册，注册地址为；和（“乙方”），其依据国法律成立并注册，注册地址为。本协议中，甲方和乙方各称“一方”，合称“双方”。 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. 鉴于：双方有意洽谈一些有关的合作（“潜在项目”），且任一方均可能依据本协议约定与另一方分享信息。 NOW, THEREFORE, the Parties agree as follows: 鉴此，双方约定如下： 1.Except as set forth in Section 2 below, “Confidential Information” means all non-public, confidential or proprietary information disclosed before, on or after the Effective Date by either Party (the “Disclosing Party”) to the other Party (the “Recipient”) or its affiliates, or to any of Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors (collectively, “Representatives”), 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. 除第二条约定外，“机密信息”是指所有在生效日之前、之中、之后，由一方（“披露方”）披露给另一方（“接收方”）或其关联公司、或任何接收方或其关联公司的雇员、管理人员、董事、合作伙伴、股东、代理人、律师、会计师或顾问（统称“代表们”）的，所有非公开的、保密的或专有的、与潜在项目有关的信息，不管这些信息是口头披露的还是通过书面、电子或其他形式获取的，不管这些信息是否被标记、注明、或定义为“机密的”，包括但不限于：a)业务计划、方法和实践；（b）员工、客户和供应商；（c）发明、流程、方法、产品、专利申请和其他专有权利；或（d）规格、图纸、草图、模型、样品、工具、计算机程序、技术信息、或其他相关信息。 2.Confidential Information does not include information that: 机密信息不包括以下信息： 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; 在不违反任何现有保密义务的情况下，已被接收方或正被接收方从披露方以外的来源知道的信息； b) is or becomes publicly known through no wrongful act of the Recipient, its affiliates or Recipient’s or its affiliates’ Representatives; or 在接收方或其关联公司、接收方或其关联公司的代表们没有任何违法违约行为的情况下，已经或正在变成公开的信息；或 c) is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder. 接收方在不参考任何本协议项下被披露的机密信息的情况独立研发出来的信息。