保密协议中英文—
中文：
保密协议
ABC公司（称ABC）总部设——XYZ（称XYZ）总部设——鉴协议契约条款谨达成协议：
1协议双方关策略性联盟（称题事项事项）磋商问题协议方保密基础方披露专资讯（称资讯）披露方认该等资讯具专性披露方协议双方部披露该资讯披露方接受资讯时已承担资讯继续保密义务原
2视专资讯载体形式提供时披露方须资讯进行标记方式指出该资讯专性机密性者该资讯传布局限协议规定范围里资讯口头提供时提供方披露时应明确声明专性机密性者该资讯传布限制协议规定范围里者事立书面确认该资讯专性机密性外该协议实体条款双方题事项事项进行磋商事实容相关题事项事项通信认具专性
3关该协议披露资讯获披露资讯方职员附属公司职员应该做：
a该资讯保密采取谨慎程度少披露方保护愿披露专机密资讯采取谨慎程度情况合理谨慎程度进行保密
b资讯披露范围仅仅局限董事会公司高级职员职员必知道代理顾问资讯披露
c建议获披露该资讯士履行该资讯保密义务
d仅仅该资讯关题事项事项通信磋商外该资讯必须双方书面意
4获披露资讯方想资讯披露非附属顾问代理必须首先资讯原披露方书面认该顾问代理签署关保密协议形式必须资讯原披露方满意
5资讯应视资讯披露方财产旦该方求方应载体形式资讯披露方者资讯披露方指示销毁该资讯方丢失资讯者未授权情况披露资讯应立通知方作合理努力追回丢失错误泄露资讯
6述情况获披露资讯方没义务保持该资讯专性：
a前已受保密性义务约束方获知
b便存未授权披露该资讯者逐渐公众悉
c披露代表该资讯方该协议项资讯关
d该资讯第三方获披露违反保密义务
e资讯法提供应司法权政府部门求根某项法令提供者诉讼程中法律求提供求提供资讯方应立通知方该命令求果方合法手段包括限相保护性措施达限制避免资讯披露目求（行承担费）介入关资讯披露命令求事务该方应方求合理方式方合作
7该协议该协议项资讯提供正进行磋商双方信函构成意指题事项承诺关题事项约束双方极相关属公司义务果双方选择题事项达成约束性承诺必须书面形式单独订立双方签署协议明确说明该义务双方认定意磋商信函活动视形成关题事项合约没行书面协议情况视彼间交易
8方必方该协议采取行动该协议提供资讯作出商业决策推断负责方求方改变商手法服务方式方承担评析准确度义务方资讯作明确暗示担保方方资讯提供遭受利润损失业务损失者间接性继升性惩罚性损害款项承担责
9协议提双方极继承受均约束
10协议受英国法律制约英国法律解释受英国法庭司法辖旦该协议项事项引起争议提起诉讼败诉方承担法庭费胜诉方合理律师费
11该协议项资讯披露时期（资讯披露期）指定生效日年资讯披露期期满时协议款3款4包含双方责义务资讯披露期届满须继续生效三年
12协议方认果出现未授权资讯披露情况结果该资讯原始提供方（
权利）遭受损害难者确定果赔偿足资讯权利违反协议方寻求强制性救济履行协议追索赔偿金
13该项协议没违反协议解释应妨碍方事商务活动商务活动否双方交换专年资讯相关
14协议构成方协议提供资讯完整理解协议修改变动应书面形式协议双方正式指定代表签署否均效双方产生约束力
协议方表示指派授权代表签明日期代表签署协议文述承诺责约束方
英文：
Mutual NonDisclosure Agreement
ABC Company having its principal office at _________ (hereinafter referred to as ABC) and XYZ Company having its principal office at _________ (hereinafter referred to as XYZ) in consideration of the mutual covenants of this Agreement hereby agree as follows
Article 1 In connection with negotiations between both parties regarding a strategic alliance (hereinafter referred to as Subject Matter) each party to this Agreement may wish to disclose its proprietary information (hereinafter referred to as Information) to the other party on a confidential basis The disclosing party may consider such Information proprietary under this Agreement either because it has developed the Information internally or because it has received the Information subject to a continuing obligation to maintain the confidentiality of the Information or because of other reasons
Article 2 When information deemed to be proprietary is furnished in a tangible form the disclosing party shall mark the Information in a manner to indicate that it is considered proprietary or confidential or otherwise subject to limited distribution as provided herein When Information is provided orally the disclosing party shall at the time of disclosure clearly identify the information as being proprietary or confidential or otherwise subject to limited distribution as provided herein and promptly thereafter provide written confirmation of the proprietary or confidential nature of such information In addition the existence and terms of this Agreement and the fact and substance of discussions and correspondence between the parties concerning the Subject Matter shall be deemed Proprietary Information
Article 3 With respect to Information disclosed under this Agreement the party to whom the Information is disclosed its employees and employees of its affiliated companies shall
(1) Hold the Information in confidence exercising a degree of care not less than the care used by disclosing party to protect its own proprietary of confidential information that it does not wish to disclose and in any event not less than a reasonable degree of care
(2) Restrict disclosure of the Information solely to those directors officers employees andor agentsconsultants with a need to know and not disclose it to any other person
(3) Advise those persons to whom the Information was disclosed of the obligations to keep in confidence with respect to the Information and
(4) Use the Information only in connection with continuing correspondence and discussions by the parties concerning the Subject Matter except as may otherwise be mutually agreed upon in writing
Article 4 If the party to whom information has been disclosed proposes to disclose that Information to any unaffiliated consultant or agent it shall obtain the prior written consent of the party from whom the Information was originally received and shall arrange for the execution of the consultant or agent of nondisclosure agreement in a form satisfactory to the party from whom the Information was originally received
Article 5 The Information shall be deemed the property of the disclosing party and upon request the other party shall return all Information received in tangible form to the disclosing party or shall destroy all such information at the disclosing party＇s direction If either party loses or makes an unauthorised disclosure of the other party＇s Information it shall notify such other party immediately and use reasonable efforts to retrieve the lost or wrongfully disclosed Information
Article 6 The party to whom Information is disclosed shall have no obligation to preserve the proprietary nature of any Information which
(1) Was previously known to such party free of any obligation to keep it confidential or
(2) Is or becomes generally available to the public by means other than unauthorized disclosure or
(3) Is developed by or on behalf of such party independent of any information furnished under this Agreement or
(4) Is received from a third party whose disclosure does not violate any confidentiality obligation or
(5) Is required to be disclosed by law or by any government agency having jurisdiction pursuant to an order to produce or in the course of a legal proceeding pursuant to a lawful request for discovery provided however that if a party is so required to disclose the Information such party shall promptly notify the other party of the order or request in discovery and cooperate with such other party in any reasonable manner requested in the event the other party elects (at its expense) to intervene in the proceeding in which the order was entered or the request for discovery made for the purpose of limiting or avoiding such disclosure by any lawful means including but not limited to in camera review and protective order
Article 7 Neither this Agreement nor the disclosure of Information under this Agreement nor the ongoing discussions and correspondence between the parties shall constitute or imply a commitment or binding obligation between the parties or their respective affiliated companies if any regarding the Subject Matter If in the future the parties elect to enter into binding commitments regarding the Subject Matter such commitments shall be explicitly stated in a separate written agreement executed by both parties and the parties hereby affirm that they do not intend their discussions correspondence and other activities to be construed as forming a contract regarding the Subject Matter or any other transaction between them without execution of such separate written agreement
Article 8 Neither party is responsible or liable for other party＇s actions taken pursuant to this Agreement or for any business decisions made or inferences drawn by the other party in reliance on the Information provided according to this Agreement Neither party solicits any changes in the business practices or services of the other and no obligations are incurred with regard to the accuracy of the observations of either party Neither party makes any warranty express or implied with respect to the Information Neither party shall be liable to the other hereunder for amounts representing loss of profits loss of business or indirect consequential or punitive damages of the other party in connection with the provision or use of the Information hereunder
Article 9 This Agreement shall be binding upon the parties hereto and their respective successors and assignees
Article 10 This Agreement shall be governed by and construed in accordance with Britain Law and shall be subject to the jurisdiction of the English Courts In the event of a dispute arising under this Agreement resulting in litigation the loosing party shall pay the court costs and reasonable attorney＇s fees of the prevailing party
Article 11 Disclosures of Information under this Agreement may take place for a period (the Information Disclosure Period) of no more than one (1) year following the Effective Date set forth below The obligations of the parties contained in Paragraphs 3 and 4 shall survive and continue beyond the expiration of the Information Disclosure Period for a term of three (3) years
Article 12 The parties acknowledge that in the event of an unauthorized disclosure damages to the disclosing (Informationowning) party as a result thereof may be difficult or impossible to ascertain and in any event inadequate to compensate such disclosing party and therefore such disclosing party may seek injunctive relief andor specific performance as well as monetary damages against the party that breaches this Agreement
Article 13 So long as this Agreement is not breached as a result thereof this Agreement shall not be construed to prevent either party from pursuing any other business activity whether or not related to the Proprietary Information exchanged
Article 14 This Agreement constitutes the entire understanding between the parties with respect to the Information provided hereunder No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative
Each party represents that it has caused this Agreement to be executed on its behalf as of the date written below by a representative empowered to bind that party with respect to the undertakings and obligations contained herein
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保密协议中英文—
中文：
保密协议
ABC公司（称ABC）总部设——XYZ（称XYZ）总部设——鉴协议契约条款谨达成协议：
1协议双方关策略性联盟（称题事项事项）磋商问题协议方保密基础方披露专资讯（称资讯）披露方认该等资讯具专性披露方协议双方部披露该资讯披露方接受资讯时已承担资讯继续保密义务原
2视专资讯载体形式提供时披露方须资讯进行标记方式指出该资讯专性机密性者该资讯传布局限协议规定范围里资讯口头提供时提供方披露时应明确声明专性机密性者该资讯传布限制协议规定范围里者事立书面确认该资讯专性机密性外该协议实体条款双方题事项事项进行磋商事实容相关题事项事项通信认具专性
3关该协议披露资讯获披露资讯方职员附属公司职员应该做：
a该资讯保密采取谨慎程度少披露方保护愿披露专机密资讯采取谨慎程度情况合理谨慎程度进行保密
b资讯披露范围仅仅局限董事会公司高级职员职员必知道代理顾问资讯披露
c建议获披露该资讯士履行该资讯保密义务
d仅仅该资讯关题事项事项通信磋商外该资讯必须双方书面意
4获披露资讯方想资讯披露非附属顾问代理必须首先资讯原披露方书面认该顾问代理签署关保密协议形式必须资讯原披露方满意
5资讯应视资讯披露方财产旦该方求方应载体形式资讯披露方者资讯披露方指示销毁该资讯方丢失资讯者未授权情况披露资讯应立通知方作合理努力追回丢失错误泄露资讯
6述情况获披露资讯方没义务保持该资讯专性：
a前已受保密性义务约束方获知
b便存未授权披露该资讯者逐渐公众悉
c披露代表该资讯方该协议项资讯关
d该资讯第三方获披露违反保密义务
e资讯法提供应司法权政府部门求根某项法令提供者诉讼程中法律求提供求提供资讯方应立通知方该命令求果方合法手段包括限相保护性措施达限制避免资讯披露目求（行承担费）介入关资讯披露命令求事务该方应方求合理方式方合作
7该协议该协议项资讯提供正进行磋商双方信函构成意指题事项承诺关题事项约束双方极相关属公司义务果双方选择题事项达成约束性承诺必须书面形式单独订立双方签署协议明确说明该义务双方认定意磋商信函活动视形成关题事项合约没行书面协议情况视彼间交易
8方必方该协议采取行动该协议提供资讯作出商业决策推断负责方求方改变商手法服务方式方承担评析准确度义务方资讯作明确暗示担保方方资讯提供遭受利润损失业务损失者间接性继升性惩罚性损害款项承担责
9协议提双方极继承受均约束
10协议受英国法律制约英国法律解释受英国法庭司法辖旦该协议项事项引起争议提起诉讼败诉方承担法庭费胜诉方合理律师费
11该协议项资讯披露时期（资讯披露期）指定生效日年资讯披露期期满时协议款3款4包含双方责义务资讯披露期届满须继续生效三年
12协议方认果出现未授权资讯披露情况结果该资讯原始提供方（
权利）遭受损害难者确定果赔偿足资讯权利违反协议方寻求强制性救济履行协议追索赔偿金
13该项协议没违反协议解释应妨碍方事商务活动商务活动否双方交换专年资讯相关
14协议构成方协议提供资讯完整理解协议修改变动应书面形式协议双方正式指定代表签署否均效双方产生约束力
协议方表示指派授权代表签明日期代表签署协议文述承诺责约束方
英文：
Mutual NonDisclosure Agreement
ABC Company having its principal office at _________ (hereinafter referred to as ABC) and XYZ Company having its principal office at _________ (hereinafter referred to as XYZ) in consideration of the mutual covenants of this Agreement hereby agree as follows
Article 1 In connection with negotiations between both parties regarding a strategic alliance (hereinafter referred to as Subject Matter) each party to this Agreement may wish to disclose its proprietary information (hereinafter referred to as Information) to the other party on a confidential basis The disclosing party may consider such Information proprietary under this Agreement either because it has developed the Information internally or because it has received the Information subject to a continuing obligation to maintain the confidentiality of the Information or because of other reasons
Article 2 When information deemed to be proprietary is furnished in a tangible form the disclosing party shall mark the Information in a manner to indicate that it is considered proprietary or confidential or otherwise subject to limited distribution as provided herein When Information is provided orally the disclosing party shall at the time of disclosure clearly identify the information as being proprietary or confidential or otherwise subject to limited distribution as provided herein and promptly thereafter provide written confirmation of the proprietary or confidential nature of such information In addition the existence and terms of this Agreement and the fact and substance of discussions and correspondence between the parties concerning the Subject Matter shall be deemed Proprietary Information
Article 3 With respect to Information disclosed under this Agreement the party to whom the Information is disclosed its employees and employees of its affiliated companies shall
(1) Hold the Information in confidence exercising a degree of care not less than the care used by disclosing party to protect its own proprietary of confidential information that it does not wish to disclose and in any event not less than a reasonable degree of care
(2) Restrict disclosure of the Information solely to those directors officers employees andor agentsconsultants with a need to know and not disclose it to any other person
(3) Advise those persons to whom the Information was disclosed of the obligations to keep in confidence with respect to the Information and
(4) Use the Information only in connection with continuing correspondence and discussions by the parties concerning the Subject Matter except as may otherwise be mutually agreed upon in writing
Article 4 If the party to whom information has been disclosed proposes to disclose that Information to any unaffiliated consultant or agent it shall obtain the prior written consent of the party from whom the Information was originally received and shall arrange for the execution of the consultant or agent of nondisclosure agreement in a form satisfactory to the party from whom the Information was originally received
Article 5 The Information shall be deemed the property of the disclosing party and upon request the other party shall return all Information received in tangible form to the disclosing party or shall destroy all such information at the disclosing party＇s direction If either party loses or makes an unauthorised disclosure of the other party＇s Information it shall notify such other party immediately and use reasonable efforts to retrieve the lost or wrongfully disclosed Information
Article 6 The party to whom Information is disclosed shall have no obligation to preserve the proprietary nature of any Information which
(1) Was previously known to such party free of any obligation to keep it confidential or
(2) Is or becomes generally available to the public by means other than unauthorized disclosure or
(3) Is developed by or on behalf of such party independent of any information furnished under this Agreement or
(4) Is received from a third party whose disclosure does not violate any confidentiality obligation or
(5) Is required to be disclosed by law or by any government agency having jurisdiction pursuant to an order to produce or in the course of a legal proceeding pursuant to a lawful request for discovery provided however that if a party is so required to disclose the Information such party shall promptly notify the other party of the order or request in discovery and cooperate with such other party in any reasonable manner requested in the event the other party elects (at its expense) to intervene in the proceeding in which the order was entered or the request for discovery made for the purpose of limiting or avoiding such disclosure by any lawful means including but not limited to in camera review and protective order
Article 7 Neither this Agreement nor the disclosure of Information under this Agreement nor the ongoing discussions and correspondence between the parties shall constitute or imply a commitment or binding obligation between the parties or their respective affiliated companies if any regarding the Subject Matter If in the future the parties elect to enter into binding commitments regarding the Subject Matter such commitments shall be explicitly stated in a separate written agreement executed by both parties and the parties hereby affirm that they do not intend their discussions correspondence and other activities to be construed as forming a contract regarding the Subject Matter or any other transaction between them without execution of such separate written agreement
Article 8 Neither party is responsible or liable for other party＇s actions taken pursuant to this Agreement or for any business decisions made or inferences drawn by the other party in reliance on the Information provided according to this Agreement Neither party solicits any changes in the business practices or services of the other and no obligations are incurred with regard to the accuracy of the observations of either party Neither party makes any warranty express or implied with respect to the Information Neither party shall be liable to the other hereunder for amounts representing loss of profits loss of business or indirect consequential or punitive damages of the other party in connection with the provision or use of the Information hereunder
Article 9 This Agreement shall be binding upon the parties hereto and their respective successors and assignees
Article 10 This Agreement shall be governed by and construed in accordance with Britain Law and shall be subject to the jurisdiction of the English Courts In the event of a dispute arising under this Agreement resulting in litigation the loosing party shall pay the court costs and reasonable attorney＇s fees of the prevailing party
Article 11 Disclosures of Information under this Agreement may take place for a period (the Information Disclosure Period) of no more than one (1) year following the Effective Date set forth below The obligations of the parties contained in Paragraphs 3 and 4 shall survive and continue beyond the expiration of the Information Disclosure Period for a term of three (3) years
Article 12 The parties acknowledge that in the event of an unauthorized disclosure damages to the disclosing (Informationowning) party as a result thereof may be difficult or impossible to ascertain and in any event inadequate to compensate such disclosing party and therefore such disclosing party may seek injunctive relief andor specific performance as well as monetary damages against the party that breaches this Agreement
Article 13 So long as this Agreement is not breached as a result thereof this Agreement shall not be construed to prevent either party from pursuing any other business activity whether or not related to the Proprietary Information exchanged
Article 14 This Agreement constitutes the entire understanding between the parties with respect to the Information provided hereunder No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative
Each party represents that it has caused this Agreement to be executed on its behalf as of the date written below by a representative empowered to bind that party with respect to the undertakings and obligations contained herein
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《香当网》用户分享的内容，不代表《香当网》观点或立场，请自行判断内容的真实性和可靠性！
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