How To Make A Commercial Technology Confidentiality Agreement

Party A: Mr.

Party B: the company is in charge.

In order to protect the proprietary information contained in the commercial and technical cooperation between the two parties (such as the contents defined in the first part of this Agreement), after friendly negotiation, the two parties have signed the following agreements:

1. definition:

1.1 definition of proprietary information:

1.1.1 the term "proprietary information" referred to in this agreement refers to all trade secrets, technical secrets, communications or other information related to the product, whether written, oral, graphic, electromagnetic or any other form of information, including (but not limited to) data, models, samples, drafts, techniques, methods, instruments and other information.

1.2 "receiver": the term "receiver" referred to in this agreement refers to the party who receives the exclusive information.

1.3 "Disclosing Party": the term "Disclosing Party" referred to in this agreement refers to the party disclosing the exclusive information.

2. rights guarantee:

The disclosing party guarantees its exclusive disclosure to the receiving party.

Intellectual property rights and other rights and interests of any third party.

3. obligation of confidentiality:

3.1 the receiver agrees to strictly control the proprietary information disclosed by the disclosing party, and the extent of protection shall not be lower than that of the recipient to protect his proprietary information.

However, in any case, the protection level of "Recipient" to the proprietary information can not be lower than that of a well managed technology enterprise protecting its proprietary information.

3.2 the recipient ensures that all necessary methods are adopted to keep confidential the proprietary information provided by the disclosing party, including (but not limited to) implementing and adhering to satisfactory operational procedures to avoid unauthorized disclosure, use or reproduction of proprietary information.

3.3 the receiver guarantees not to disclose to any third party the existence of this agreement or any content of this agreement.

4. exceptions:

4.1 the duty of confidentiality and non use of the receiver is not applicable to the following proprietary information:

4.1.1 has written evidence that the disclosing party discloses information publicly without the obligation of confidentiality.

4.1.2 has written evidence that, before any disclosure is made, the "Recipient" has proprietary information that has not been restricted.

4.1.3 has written evidence that the proprietary information has been made public by the other party other than the recipient.

4.1.4 has written evidence that the recipient has obtained the proprietary information from the third party without any restrictions by lawful means.

4.2 if the lawyer of the receiver proves that the disclosure of proprietary information by the receiver is due to the requirements of laws, regulations, judgments and rulings (including submission, summons, courts or government procedures), the receiver shall know the "Disclosing Party" as soon as possible, and at the same time, the receiver shall do his best to help the disclosing party effectively prevent or restrict the disclosure of the proprietary information.

5. denial of license:

Unless expressly authorized by the disclosing party, the receiver shall not consider the disclosing party to grant any patent right, patent application right, trademark right, copyright, trade secret or other intellectual property right that contains the exclusive information.

6. remedies:

6.1 the parties acknowledge and agree to the following:

6.1.1 proprietary information disclosed by the disclosing party is valuable.

;

6.1.2 compliance with the terms and conditions of this agreement is necessary for protecting the secrets of proprietary information.

6.1.3 all unauthorized disclosure or use of the proprietary information by all defaults will cause irreversible and continuing damage to the disclosing party.

6.2 if there is a "receiver" breach, the parties agree to the following:

6.2.1 "receiver" shall take effective measures to confidentiality of the proprietary information in accordance with the instructions of the disclosing party, and the cost shall be borne by the receiving party.

6.2.2 "receiver" should

All losses caused by breach of contract, including (but not limited to), costs of court proceedings, reasonable remuneration and fees, loss or damage, etc.

7. duration of confidentiality:

7.1 from the date of the entry into force of this agreement, the cooperation and communication between the two parties must comply with the terms of this agreement.

7.2 unless the disclosing party expressly states that a proprietary information contained in this agreement can be kept confidential, the recipient must keep confidential the proprietary information received before the conclusion of the agreement in accordance with the obligation of confidentiality under this agreement, and the duration of the confidentiality shall not be limited by the validity period of this agreement.

8. applicable law:

This Agreement shall be governed by the laws of the People's Republic of China and shall be interpreted in all respects.

9. dispute resolution:

All disputes arising out of this Agreement shall be settled through friendly negotiation between the two parties.

If the negotiations fail, the two parties agreed to resolve the matter through the Arbitration Commission.

10. entry into force and other matters:

10.1 this agreement is made in four copies, each party holding two copies.

10.2 this Agreement shall come into force on the date of signing. Any agreement that has been negotiated between the two parties before the agreement is signed but not recorded in this Agreement shall not be binding upon both parties.

10.3 this Agreement and its annexes shall be equally binding on both parties, but if the annex is inconsistent with this agreement, this Agreement shall prevail.

10.4 the unsettled matters shall be settled through friendly negotiation between the two parties.

Party A (signature): Party B (signature):

This is the year of the year.