Party B: _ _ _ _ _ _
In order to protect the proprietary information involved in commercial and technical cooperation between Party A and Party B (as defined in Paragraph 1 of this Agreement), Party A and Party B have entered into the following agreement through friendly negotiation:
1. Definition
Definition of proprietary information of 1. 1
1. 1. 1 The "proprietary information" mentioned in this agreement refers to all trade secrets, technical secrets, communications or other information related to the product, whether written, oral, graphic, electromagnetic or in any other form, including (but not limited to) data, models, samples, drafts, technologies and technologies.
1.2 "Recipient": The "Recipient" mentioned in this Agreement refers to the party receiving the proprietary information.
1.3 "Discloser": The "Discloser" mentioned in this Agreement refers to the party that discloses the proprietary information.
2. Rights protection
The disclosing party guarantees that the proprietary information it discloses to the receiving party will not infringe the intellectual property rights and other rights of any third party.
3. Obligation of confidentiality
3. 1 The receiving party agrees to strictly control the proprietary information disclosed by the disclosing party, and the degree of protection shall not be lower than that of the receiving party to protect its own proprietary information. However, in any case, the "recipients" can't protect proprietary information to a lesser extent than well-managed technology enterprises protect their own proprietary information.
3.2 The receiving party undertakes to take all necessary measures to keep the proprietary information provided by the disclosing party confidential, including (but not limited to) implementing and observing satisfactory operating procedures to avoid unauthorized disclosure, use or copying of proprietary information.
3.3 The Receiving Party promises not to disclose the existence of this Agreement or any content of this Agreement to any third party.
4. exceptions
4. 1 The obligation of the "receiving party" to keep confidential and not use confidential does not apply to the following proprietary information:
4. 1. 1 information publicly disclosed by the "disclosing party" without additional confidentiality obligations;
4. 1.2 Before any disclosure, the proprietary information owned by the "receiving party" without any restrictions;
4. 1.3 There are written materials to prove that the proprietary information has been disclosed by other parties other than the "receiving party";
4. 1.4 written materials prove that the "recipient" obtained proprietary information from a third party through legal means without any restrictions.
4.2 If the lawyer of the receiving party proves in writing that the receiving party's disclosure of proprietary information is due to the requirements of laws, regulations, judgments and rulings (including subpoenas, courts or government procedures), the receiving party shall notify the disclosing party in advance as soon as possible, and at the same time, the receiving party shall do its best to help the disclosing party effectively prevent or restrict proprietary information.
Refuse permission
Unless expressly authorized by the disclosing party, the receiving party shall not consider that the disclosing party has granted it any patent right, patent application right, trademark right, copyright, trade secret or other intellectual property rights containing proprietary information.
6. Remedies
6. 1 Both parties confirm and agree as follows:
6. 1. 1 The proprietary information disclosed by the disclosing party is a valuable trade secret;
6. 1.2 It is necessary to abide by the terms and conditions of this agreement to protect the confidentiality of proprietary information;
6. 1.3 Any unauthorized disclosure or use of proprietary information in violation of the contract will cause irreparable and continuous damage to the disclosing party.
6.2 If the receiving party breaches the contract, both parties agree as follows:
6.2. 1 The receiving party shall take effective measures to keep the proprietary information confidential according to the instructions of the disclosing party, and the expenses required shall be borne by the receiving party;
6.2.2 The receiving party shall compensate the disclosing party for all losses suffered due to its breach of contract, including (but not limited to) litigation costs, reasonable lawyer's remuneration and expenses, and compensation for all losses or damages.
7. Duration of confidentiality
7. 1 Since the effective date of this agreement, the cooperation and exchanges between both parties must conform to the terms of this agreement.
7.2 Unless the "disclosing party" clearly indicates in a written notice that a certain proprietary information involved in this agreement does not need to be kept confidential, the receiving party must keep confidential the proprietary information received before the termination of this agreement according to its confidentiality obligations, and the confidentiality period is not limited by the validity period of this agreement.
8. Applicable law
This Agreement shall be governed by the laws of People's Republic of China (PRC) and interpreted in all respects.
9. Settlement of disputes
All disputes arising from this agreement shall be settled by both parties through friendly negotiation. If negotiation fails, both parties agree to settle it by _ _ _ _ _ _ _ _ _ _ Arbitration Commission.
10. Entry into force and other matters
This agreement is made in quadruplicate, with each party holding two copies.
10.2 this agreement shall come into effect as of the date of signing, and any matters not recorded in this agreement negotiated by both parties before signing this agreement shall not be binding on both parties.
10.3 this agreement and its annexes are equally legally binding on both parties, but in case of any conflict between the annexes and this agreement, this agreement shall prevail.
10.4 Matters not covered herein shall be settled by both parties through friendly negotiation.
Party A (signature): _ _ _ _ Party B (signature): _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _