Non-disclosure agreement (NDA)保密协定，合作双方签定保密协定，以保护双方的利益，防止某一方在合作期间或者协定规定的保密期限间将合作相关保密信息泄漏给第三方。在对外经贸活动中，签保密协定时需注意此协定受束于哪国法律。
保密协定分单向保密协定(One-way NDA)和双向保密协定(Two-way NDA)。单向保密协定只保护采购方的利益，反之，双向保密协定保护合作双方利益。
FOR XXX CO., LTD.
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。
Both OWNER and RECIPIENT agree as follows:
1. Confidential Information
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:
a) Information that is explicitly approved for release by OWNER
b) Information that was already known by RECIPIENT, as shown by RECIPIENT’s written
records, prior to receiving the information from OWNER or is given to RECIPIENT by a third party through no wrongful act on the part of RECIPIENT or the third party.
c) Information that is known or available to the general public.
1.2 OWNER shall explicitly notice RECIPIENT whether or not the information, which is
disclosed to the RECIPIENT, shall be considered as Confidential Information;
1.3 RECIPIENT shall list all the Confidential Information received from OWNER in written
form, and the list shall be considered as an integral part of this agreement. The list may be prepared as follows:
RECIPIENT receives from OWNER the followings:
– Pictures of:
2. Period of the Confidentiality
The period of the confidentiality is commencing from the date of this agreement comes into force .to two years after business termination between OWNER and RECIPIENT. 保密期限为本协议生效之日起至所有方与接受方终止业务关系后二年。
3. Obligations of the RECIPIENT
During the period of the confidentiality, RECIPIENT agrees to maintain the Confidential Information received from OWNER in confidence and agrees not to use such information other than for the purposes of its business with OWNER;
During the period of the confidentiality, RECIPIENT shall only disclose the Confidential information to its officers, directors, or employees with a specific need to know;
During the period of the confidentiality, RECIPIENT shall not disclose, publish or otherwise reveal any of the Confidential Information to any other party whatsoever except with the specific prior written authorization of OWNER;
All materials provided by OWNER to RECIPIENT which contain Confidential Information, and
all copies of such material, shall remain the property of OWNER and shall be returned to OWNER upon request;
During the period of the confidentiality, RECIPIENT’ s obligations herein shall not be
affected by bankruptcy, receivership, assignment or seizure procedures, whether initiated by or against RECIPIENT, nor by the non-conclusion or invalidation of any other agreement between OWNER and RECIPIENT.
4. No License
The disclosure of Confidential Information shall not be construed as granting or conferring RECIPIENT any rights by a license of any type of any technology, patents,
patent applications, trade secrets, copyrights, know-how, or trademarks owned or controlled by OWNER;
RECIPIENT shall indemnify all the loss arising out of its act of breach of any term herein
or non-performance of the obligations herein, including but not limited to any real loss, anticipatory commercial interests or any other loss as a result of illegal usage of RECIPIENT or usage of others illegally authorized by RECIPIENT. In case of the above mentioned circumstances, OWNER has the right to refuse to provide furthermore any Confidential Information, and the related liabilities and loss shall be undertaken by RECIPIENT.
6.1 RECIPIENT agrees to inform its personnel who receive the Confidential Information of
the terms of this agreement. The obligations set forth above shall be binding on all successors and assigns of RECIPIENT. The terms and conditions herein may not be changed except by way of a written instrument signed by both parties;
6.2 This agreement shall be governed and construed in accordance with the laws and
regulations of People’s Republic of China;
6.3 This agreement is prepared both in Chinese and English version, and in the event any conflicts arises out of the two versions, the Chinese(English) version shall prevail.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date first above written.
OWNER: XXX CO., LTD.
MUTUAL NON-DISCLOSURE AGREEMENT（将文中ABC替换为本公司名称）
ABC Corp. (herinafter “ABC ”) and the Participant identified below (herinafter “Participant”) are entering into an agreement and making effective as of the date set below (herinafter “Agreement”). Participant’s entire company including parent and subsidiary companies (unless the Participant indicates in writing that this Agreement will apply only to a specific division or location) will be deemed to be a party to this Agreement, as will ABC’s subsidiary Companies. Either party may receive or disclose Confidential Information under this Agreement. The party that discloses the Confidential Information shall be considered the “Discloser.” The party that receives the Confidential Information shall be considered the “Recipient.”
1. Confidential Information: “Confidential Information” as used in this Agreement means any information, including price information, technical data or know-how considered proprietary or confidential by Discloser.
2. Confidentiality Period: This Agreement and Recipient’s duty to hold Confidential Information in confidence expire three (3) years after the last disclosure of such Confidential Information, and such duty shall survive any termination of this Agreement.
3. Disclosure Period: This Agreement pertains to Confidential Information that is disclosed for two (2) years after the Effective Date.
4. Consultants: Solely for purposes of this Agreement, consultants shall be treated in the same manner as employees of their respective company.
5. Title: All materials furnished by Discloser shall remain the property of Discloser and shall be destroyed by the Recipient or returned to it promptly at its written request, together with any copies thereof. The disclosure by one party to the other of Confidential Information does not confer on the Recipient any license, interest or right of any kind in or to the Confidential Information.
6. Non-use and Non-disclosure: Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning an actual or potential business relationship between the parties. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees, except to those employees of the receiving party who are required to have the information for the above purpose. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.
7. Maintenance of Confidentiality: Each party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care, and shall ensure that its employees who have access to Confidential Information of the other party have signed an non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
8. Exclusions: The Agreement imposes no obligation upon Recipient with respect to information that: (a) was in Recipient’s possession free of obligation of confidence before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality to Discloser; (d) is disclosed by Discloser to a third party; (e) is independently developed by Recipient without reference to any information of Discloser; (f) is disclosed under operation of law; or (g) is disclosed by Recipient with Discloser’s prior written approval.
9. Both parties shall adhere to all applicable laws, regulations and rules relating to the export of technical data, and shall not export or re-export any technical data without the written permission of Discloser.
10. This Agreement does not create any agency or partnership relationship.
11. All additions or modifications to this Agreement, must be made in writing and must be signed by an authorized officer of each party.
12. All confidential information is provide “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy, completeness or performance
13. Neither party will assign or transfer any rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld.
14. This Agreement shall be construed in accordance with the internal laws of the State of California, without giving effect to principles of conflict of laws. Any suit hereunder will be brought solely in the federal or state courts in the State of California.
15. This Agreement constitutes the entire agreement with respect to Confidential Information disclosed hereunder and supersedes all prior or contemporaneous oral or written agreements concerning such confidential Information. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision of this Agreement.
EFFECTIVE DATE:__ ,
ABC Contact: Participant Contact: _________________
Title: Title: _______________________________
Address: Participant name and address: