保密协议(英文版)

编号：

Confidentiality and Non-Disclosure Agreement

Non-Disclosure Agreement

This Agreement is entered into this 23rd day of October 2012 by and

between with offices at (hereinafter "Recipient") and TL Jones Parts (Shanghai) with offices at “4th floor,#75 Building, 1066 Qin Zhou Bei Road, Shanghai 200233,PRC (hereinafter "Discloser").

WHEREAS Discloser possesses certain ideas and information relating to Microscan Door protection and other lift equipment, that is confidential and proprietary to Discloser (hereinafter "Confidential Information"); and

WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose of Manufacturing, Service and Sales of all T L Jones’s product and other lift equipment.

NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the parties agree as follows:

1. Disclosure. Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information.

2. Confidentiality.

2.1 No Use. Recipient agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above.

2.2 No Disclosure. Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient's employees having a need for disclosure in connection with Recipient's authorized use of the Confidential Information.

2.3 Protection of Secrecy. Recipient agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.

3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information:

(1) was known to Recipient prior to receiving any of the Confidential Information from Discloser;

(2) has become publicly known through no wrongful act of Recipient;

(3) was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;

(4) was independently developed by Recipient without use of the Confidential Information; or

(5) was ordered to be publicly released by the requirement of a government agency.

4.Ownership of Confidential Information. Recipient agrees that all

Confidential Information shall remain the property of Discloser, and that Discloser may use such Confidential Information for any purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.

5.Term and Termination. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential.

https://www.sodocs.net/doc/da17770885.html,erning Law and Equitable Relief.

This Agreement shall be governed and construed in accordance with the laws of New Zealand and Recipient consents to the exclusive jurisdiction of the New Zealand for any dispute arising out of this Agreement. Recipient agrees that

in the event of any breach or threatened breach by Recipient, Owner may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Owner against any such breach or threatened breach.

7.Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

8.No Assignment.

Recipient may not assign this Agreement or any interest herein without Owner's express prior written consent.

9.Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

10.Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (1) Discloser, its successors, and assigns; and (2) Recipient, its successors and assigns.

IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written above.

DISCLOSER (TL Jones Parts (Shanghai)) RECIPIENT

(_____________________)

Signed:

Print Name:

Title:

Date:

Signed:

Print Name:

Title:

Date:

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。

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:

保密协议中英文版

保密协议 Confidentiality Agreement 鉴【】有限公司（下称“甲方”）与【】（下称“乙方”）拟就【】（下称“项目”）业务开展合作为保障甲乙双方商业秘密不受侵害，双方达成如下保密协议，以资共同遵守： Whereas 【】Co., Ltd (hereinafter referred to as “Party A”) is considering cooperating with【】(hereinafter referred to as “Party B”) for【】(hereinafter referred to as “the Project”).Therefore, the Parties hereby enter into this Confidential Agreement as follows for the purpose of safeguarding the business secret of the Parties: 一、定义 Article 1 : Definition 1、信息披露方：在本协议中是指保密信息的提供方； Information Discloser: In this agreement, it means the Party who provide confidential information to the other Party. 2、信息接受方：在本协议中是指保密信息的接收方。 Information Receiver: In this agreement, it means the Party who receive confidential information from the other Party. 二、保密信息的组成 Article 2: Composition of Confidential Information 本协议所称保密信息是指由信息披露方提供给信息接受方的任何与信息披露方经营业务或行为有关的、信息披露方尚未公开的信息，无论该信息采用何种形式提供给信息接受方，保密信息接受方或其工作人员均应合理认为其为保密信息。 Confidential Information referred in this Agreement means any information provided by information discloser to the information receiver which is related to the business or activity of the information discloser or any information that has not been publicized by the information discloser. The information receiver or the personnel of the information receiver shall reasonably deem such information as confidential information disregarding the form in which such information is provided to the information receiver.

保密协议(中英文版)

MUTUAL NONDISCLOSURE AGREEMENT 互相保密协议 This Mutual Nondisclosure Agreement, effective as of ________, 2005, is being entered into between ____________________________ and ________ [insert correct company name and address] (“Company”) relative to ________ Confidiential Information supplied to Citect Pty. Ltd’s China operations (“Citect”) for the ______________________ Contract No. _________:Contract 003 for Software Supply and Services effective October 15, 2003. 根据《______________》（合同编号：_______________）之三——即《_____________》（有效日期为_____________）的约定，________________（_____，以下简称为“ESI”）向________________ (以下简称为“____________”) 提供______保密信息，现____和_____ [插入公司名称和地址]（以下简称为“公司”）就该ESI保密信息的有关事宜经过友好协商，共同达成本互相保密协议，协议自2005年___月__日正式生效。 1. The Company and ESI each agree not to divulge to third parties, without the prior written consent of the other, any confidential information obtained from or through the other in connection with the performance of this Agreement (the “Confidential Information”), including the terms of this Agreement. Confidential Information may include, without limitation, trade secrets, processes, formulae, source code materials, specifications, programs, software packages, test results, technical know-how, methods and procedures of operation, business or marketing plans, customer lists, proposals, and licensed documentation. The Company and ESI hereby confirm that they will not use any Confidential Information of the other party, except in furtherance of the purpose(s) set forth hereinabove, and agree that each will also take all reasonable steps to prevent its employees and consultants from using or disclosing any of the other party's Confidential Information except as required for the performance of their duties hereunder. ESI and the Company will mark all Confidential Information with the word "Confidential" and will instruct their employees to identify as confidential any such information which is not in written form. Any information disclosed orally shall be followed by a written confirmation thereof, specifying the date and subject of the disclosure, within thirty (30) days. 公司和______双方一直同意：未经对方事先书面同意，不得将其在履行本协议过程中从对方处或通过对方而获得的任何保密信息（包括本协议中的条款，以下简称为“保密信息”）泄露给任何第三方。保密信息包括但不限于商业秘密、工艺流程、配方、源代码资料、规格说明、程序、软件包、测试结论、技术性专有决窍、操作方法和规程、业务或营销计划、客户名单、建议书和许可性文件。公司和ESI特此确认如下：除为实现本协议上述各项目的之外，任何一方不得擅自使用对方的保密信息，此外，上述双方还一致同意：双方应采取所有的合理的措施，防止其各自的员工和顾问擅自使用或披露对方的保密信息，但是，该等员工或顾问为履行其在本协议项下之职责所必须使用或披露的情形除外。ESI和公司双方将对其各自的保密信息明确标识为“保密”字样，并且，还应指示其员将任何非以书面形式存在的此等信息划分为保密信息的范畴。以口头形式披露的任何信息应在披露后的三十（30）天内向信息接收方发出书面确认书，明确与披露信息的数据和对象有关的事宜。 2. Information shall not be considered confidential if it: 符合下列情形之一的，则不属于保密信息的范畴：

公司保密协议(中英文对照版)

合同编号： 公司保密协议（中英文 对照版） 签订地点： 签订日期：年月日

公司保密协议Confidentiality Agreement XX Co.， Ltd 甲方： XX信息发展股份有限公司 Party A： XX Co.， Ltd. 乙方： Party B： 鉴于： Whereas： 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. 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. 第一条保密资料的定义 Article One Definition of Confidential Information. 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： 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”（hereinafter referred to as “confidential information”）， excluding the following data and information： 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； 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

保密协议中英文模板

NON-DISCLOSURE A GRE EMENT 保密协议 This Non-Disclosure Agreement (the "Agreement") is made and entered into as of the later of the two signature dates below by and between xxxxxxx., a Delware corporation, and _________________. 本保密协议（以下称“协议”）自xxxxxxx（一个位于Delware（特拉华）的公司）与_________________签订之日起生效。 IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS A GRE EMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO A GRE E AS FOLLOWS: 以本协议的双方相互承诺和保证以及双方不（对外）公开保密信息为对价，双方约定如下： 1. Definition of Confidential Information and Exclusions. 保密信息的定义及除外条款 (a) "Confidential Information" means nonpublic information that a party to this Agreement (“Disclosing Party”) designates as being confidential to the party that receives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. "Confidential Information" includes, without limitation, information in tangible or intangible form relating to and/or including all business, technical, and financial information (including, without limitation, specific customer requirements, customer and potential customer lists, marketing and promotional information, trade secret, copyright, and trademark information, and information concerning a party’s employees, agents, divisions, practices, policies, operations, and pricing information), as well as information received from others that Disclosing Party is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party. （a）“保密信息”意为本协议的一方（以下称“公开方”）向接收此等信息的一方（以下称“接收方”）指明信息为机密的非公开的信息，或应被接收方视为机密信息的信息。“保密信息”包括但不限于相关的有形或无形的信息，和/或包括所有业务信息，技术信息和金融信息（包括但不限于特定客户的需求，客户和潜在客户名单，营销和促销信息，商业秘密，版权，商标信息以及有关一方的雇员，代理人，下属各部门，业务领域，政策，经营和价格信息），以及虽来自于他人但公开方有义务将其作为机密的信息。除非本协议另行约定，“公开方”还包括公开方的所有附属公司，除非另行约定，“接收方”还包括接收方的所有附属公司。“附属公司”意为国内或国外的任何个人，合作企业，合资企业，公司或其他形式的企业，包括但不限于直接或间接控制，被控制或与一方共同控制的子公司。 (b) Confidential Information shall not include any information, however designated, that: (i) is or subsequent ly" target="_blank" title="a.其次，接着">subsequently becomes publicly available without Receiving Party's breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to R eceiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidential ity owed to Disclosing Party; or (iv) is independently developed by Receiving Party. （b）保密信息不应包括如下任何信息，除非被明确指定的：（1）在接收方未违反公开方的任何责任的情况下，信息随后为大众所知的信息；（2）依照本协议的条款，在公开方未向接收方公开该等信息之前就被接收方知晓的信息；（3）接收方从别处而非公开方得知，并且在未违反公开方的保密责任的情况下，被接收方知晓的信息；或（4）由接收方自主研发的信息 2. Obligations Regarding Confidential Information. 有关保密信息的义务

保密协议合同中英文对照版

NON-DISCLOSURE AGREEMENT 保密协议 THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into this ____ day of _____________, 2008, by and between IAC (Shanghai) Management Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“PRC”), with its principal place of business at 5F03, King Tower, No. 28 Xin Jin Qiao Road, Jin Qiao, Pudong, Shanghai 201206, the PRC ("IAC") and _____________________, a company organized and existing under the laws of the PRC, with its legal address at [●] (the “Supplier”). IAC and the Supplier are hereinafter, collectively, referred to as the “Parties” and, individually, a “Party”). 本保密协议（本“协议”）由埃驰（上海）管理有限公司，一家根据中华人民共和国（“中国”）法律成立并存续的公司，其主要营业地位于中国上海市浦东新区新金桥路28号新金桥大厦5F03室，邮编201206（“IAC”）与_____________________，一家根据中国法律成立并存续的公司，其法定地址位于[●]（“供应方”）于2008年___月___日签订。IAC和供应方在本协议下合称为“双方”，单独称为“一方”。 WHEREAS, the Parties desire to collaborate with each other in connection with the proposed supply of [insert description of the products to be supplied by Suppler to IAC] (the “Products”) by the Supplier to IAC and/or its affiliates (collectively, the “Buyer”) so as to confirm the specifications of the Products meeting the requirements of the Buyer (the “Project”); 鉴于，双方愿意就供应方向IAC和/或其关联方（合称“买方”）供应[填入产品名称]（“产品”）之目的与对方合作（“项目”），以确定符合买方要求的产品规格； WHEREAS, in connection with the Project, each of the Parties has provided and may continue to provide the other Party with certain Proprietary Information (as defined below); the Party providing any Proprietary Information hereunder may also be referred to as the “Disclosing Party” and the Party receiving any Proprietary Information hereunder may also be referred to as the “Receiving Party” (which, in the case of IAC, shall also include its affiliates which are Buyers of the Products from the Supplier); and

英文版保密协议

Mutual Nondisclosure Agreement This Mutual Nondisclosure Agreement (this Agreement), dated as of the date set forth below, is between , and . To explore the possibility of a business relationship between and , each party (Discloser) may disclose sensitive information to the other (Recipient). The parties agree as follows: 1. Definition. Proprietary Information means, to the extent previously, presently or subsequently disclosed by or for Discloser to Recipient, all financial, business, marketing, operations, supplier, customer, employee and technical information, discoveries, inventions, processes, algorithms, software, specifications, designs, drawings, data, plans, strategies, know-how and ideas, whether tangible or intangible (including all copies, analyses and derivatives thereof), that is disclosed in tangible form and marked as confidential, or disclosed in any manner such that a reasonable person would understand its confidential or proprietary nature. Proprietary Information shall not include any information that (a) was rightfully known to Recipient without restriction before receipt from Discloser, (b) is rightfully disclosed to Recipient by a third party without restriction, (c) is or becomes generally known to the public without violation of this Agreement by Recipient or (d) is independently developed by Recipient or its employees without reliance on such information. The terms and conditions of any transaction or possible transaction between the parties, the fact that disclosures, evaluations or discussions are taking place, and the status and results thereof will be treated by each party as the other's Proprietary Information. Discloser represents and warrants to Recipient that it is authorized to disclose any and all Proprietary Information made available to Recipient under this Agreement. 2. Restrictions. Recipient agrees (a) to use Discloser's Proprietary Information only for its consideration internally of a business relationship or transaction between the parties, and its performance in any resulting arrangement, but not for any other purpose, (b) to maintain it as confidential, and exercise reasonable precautions to prevent unauthorized access to it, (c) not to copy Discloser's Proprietary Information, nor disclose it to any third party other than Recipient's employees and agents who have a need to know for the permitted purpose and who are apprised of the confidential nature of the Proprietary Information and all of the restrictions in this Agreement. Each party shall be responsible for any breach of confidentiality by its respective employees and agents. Promptly after termination of this Agreement or Discloser's request at any other time,

保密协议中英文

Confidentiality Agreement XX Co., Ltd 甲方： XX信息发展股 份有限公司 Party A： XX Co., Ltd. 乙方： Party B：鉴于：Whereas：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。 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 entere d into by and between Party A and Party B through friendly consultations and under the principle of mutual benefit and joint development. 第一条保密 资料的定义 Article One Definition of Confidential Information BAIDU_CLB_fillSlot( '920314' ); 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：Confidential information refers to data and information with respect to relevant businesses and tec hnologies, 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"(hereinafter referred to as "confidential information"), excluding the following data and information: 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； 1．Information