休闲星星仔
Article In addition to fulfilling duties needs, Party A undertakes, without Party B consent shall not be leaking, inform, publish, issue and publish, teach, transfer or in any manner other third party (including in accordance with the confidentiality provisions of the system may not know The secret of the Party and other staff) are aware of Party B or Party B promises though there are others, but the obligation of confidentiality technological secrets or business confidential information, and shall not perform duties in addition to the use of such secret information. Party executives agreed that the parent (written consent must be approved by the company's leadership) Party disclosed the use of the technological secrets or business secrets, Party B has agreed to do so, unless the Party has been clear in advance the competent public persons having authority. Article V mutual consent, Party B after leaving office in the meantime continue its contacts are known to belong to Party B or Party B promises of a third party obligation of confidentiality, but the technical secrets and confidential business information, serving during the same commitment of confidentiality as obligations and do not use the confidential information without authorization, obligation, regardless of the Party for any reason leave. Party should bear the obligation of confidentiality after, the period until the Party declared confidential or secret information to decrypt the public when in fact been terminated. Both sides acknowledged, Party A shall pay the wages paid, the Party has been included after-service and fulfill the obligation of confidentiality confidentiality required fee, so separation Party, Party B not need to pay the cost confidential. Article VI Party in the performance of duties, in accordance with the explicit request of Party B or Party B in order to complete specific tasks to deliver a clear need to lead to violations of intellectual property rights of others, if Party B subject to third-party allegations of infringement, the respondent costs and tort borne by the Party or in part shall bear. Party superiors, staff requests or explain the work of the task, as Party B make the request or explain the work of the task; unless B has previously publicly clear that no such authority executives. Article VII Party promised during his tenure in the B, non-prior consent of Party B, Party B shall not be produced with similar products or operating such business and there is competition or other interest in working with other units, or their production, business relationship with the B competition of similar products or services. Party after leaving it still bears the preceding paragraph, the obligation to separate agreement by the two sides separately. If the parties have not signed such a separate agreement, Party B shall not restrict the employment after retirement from the Party, working range. Article VIII of the Party's needs because of his possession or custody of all records of the secret information B documents, data, charts, notes, reports, letters, faxes, tapes, disks, equipment, and any form of carrier, are owned B all, regardless of whether the secret information of commercial value. If the records of the secret information the carrier is owned by Party A, Party A shall be deemed to have agreed to transfer the ownership of these vectors to B. Party B shall return the carrier, the carrier itself to Party A equal to the value of financial compensation. Article Party at the time of separation should be, or at the request of Party B, Party B shall return all property belonging to, including the secret information B recorded for all carriers. However, when a record of confidential information carrier is owned by the Party, and the secret information can be copy out from the carrier, they can copy information from the B to B ownership of other carriers, and carriers on the original elimination of secret information. Party without the need to vector such a case, return to Party B need not financial compensation. 10th Article of the contract alleged trade secrets, is not public knowledge, could bring economic benefits to Party B, and there are practical and security measures taken by the Party's non-patent technology, technical information and management information. The contract refers to the technical secrets, including but not limited to: technical documents, engineering design, circuit design, manufacturing methods, formulations, process, technical specifications, computer software, databases, research and development records, technical reports, test report, experimental data , test results, drawings, samples, models, molds, operating manuals, technical documents, related letters. The contract refers to the business secrets, including but not limited to: customer lists, marketing plans, procurement information, pricing policies, financial information, purchase channel, Guan Li know-how, Mai Mai intention, the bidding of bidding price and the content of such Xinxi tender.
电风扇啊电风扇
一），在本协议有效期可以通过writtenrecord是先前已知的每一方。B），在本协议有效期是在公共领域orsubsequently进入公共领域无过错方在每个部分；c）在任何时候接受善意的每一方的三分之一方，whichparty是合法的在相同的占有和有权披露相同，提供这样的信息，而不是通过说第三方，直接或间接地从每一方；D）是独立发展的，每一方的书面记录证明provingsuch独立3。每一方都不应使用的技术数据，资料和信息，它是需要保持在confidencehereunder，为任何目的，除了上述评价和确定的利益而不首先进入了协议的每一方coveringuse方法。4。每一方在此确认allproperty和保密信息的所有权只remainwith双方曾在起源。5。本协议不得被视为给各方有权使用机密信息产业orcommercial开发。没有其他的许可使用授权予保密信息。
清晨一叶浮舟
NON-DISCLOSURE AGREEMENT 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 AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE 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 andpromotional 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 subsequently" target="_blank" ="a.其次，接着">subsequently becomes publicly available withoutReceiving 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 Receiving 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 confidentiality 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(a) Receiving Party shall:接收方应该：(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five(5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;在公开方将该等保密信息向接收方公开之日起的随后伍(5)年不向第三方公开公开方的任何保密信息，本协议第二款(b)和(c)明确规定的除外。(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;采取合理的安全防范措施，至少尽可能采取防范措施保护其自己的保密信息，并采取合理的谨慎措施保守公开方保密信息的机密性。(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and不公开，不复制，不总结和/或传播公开方的保密信息，根据接收方与公开方业务关系，本协议另行规定的除外。(iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement.依据本协议条款，不对任何软件代码进行反向工程，反编译或拆解和/或预先发布公开方向接收方公开的硬件设备。(b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable written notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. (b)接收方可根据司法或其他政府命令公开公开方的保密信息，前提是接收方gongwen.1kejian.com/fanwen/1577/(i)在该等公开之前向签署人公开方提供合理的书面通知以便允许公开方有合理的机会寻求保护令或相等的令，或(ii)获得来自合适的司法或政府单位出示的书面保证，该等单位根据适用法律或法规可给予保密信息最高等级的保护。(c) The undersigned Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants (including legal, accounting, or other professional advisors) on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with its employees and such consultants sufficient to enable it to comply with all the provisions of this Agreement, and shall be responsible for any breach of the confidentiality restrictions herein by such employees and consultants.(c)签署人接收方只可将保密信息在仅限于需要知道的范围内公开给接收方的雇员及顾问(包括法律顾问，会计顾问或其他专业顾问)。签署人接收方与其雇员及顾问将签署或应该签署适当的书面协议使其能够遵守本协议的所有条款，并对其雇员及顾问违反保密性限制规定负责。(d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.(d)接收方一旦发现接收方，其雇员及顾问使用任何未经授权的保密信息，公开保密信息或违反任何其他本协议规定的情形，应该立即通知公开方，并与公开方一起以合理的方式帮助公开方重新获得保密信息，并防止其被进一步未经授权使用或公开。
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