Agreement No.: NDA
None-disclosure Agreement
a company incorporated according to law and with registered domicile in . (If the party is a higher education or scientific research institute, this article may be deleted).
XXX Networks Network Co., Ltd., a company incorporated according to law of the People’s Republic of China, with registered domicile in 13/F, Jiuling Building, 21 Xisanhuan North Road, Haidian District, Beijing, PRC.
Whereas above two parties (If one of the parties is a higher education or scientific research institute, the “two parties” shall be changed into XXX Networks Network Co., Ltd. and )have established or are seeking for establishing partnership (hereinafter referred to as “partnership”) including market promotion, providing services, providing consultancy, research and development, testing, supply and marketing, establishing a combo, joint bidding, contractual cooperation or agency, OEM, cooperative production or establishing an equity or contractual joint venture company, etc. (to be filled in depending on the actual situation), during which the two parties hereby reach the agreement on disclosing some confidential information to the other party subject to the terms and conditions as follows:
1. “Non-disclosure information” shall refer to any information or data provided to the other party (“receiving party) by either party of this agreement (“disclosing party”) in oral or written form or electronic form according to the conditions set forth below, including but not limited to trade secrets, know-how, research findings, commercial plan, client information, accounting data and other technical and commercial information, which are disclosed by the means including but not limited to letter, fax, memo, summary, agreement, contract, report, manual, software code, drawing, email, or disclosed first in oral form and then in writing as confirmation.
“Confidential information” excludes any information published or existing in the public field in other forms and information gained by the receiving party by other legal means when it is disclosed.
2.The receiving party agrees to use confidential information of the other party only for the this contracted purpose. The receiving party shall:
(1) Take adequate measures to protect confidential information of the disclosing party, and shall not disclose, transfer and permit the confidential information of the other party to any third party, including any entity or individual who has no right to access such information by other means.
(2) If the confidential information shall be disclosed to the third party for the actual need of the purpose provided herein, the receiving party shall obtain written prior consent of the other party, and sign a None-disclosure Agreement with such third party.
(3) Ensure that its employees who access the confidential information hold the? confidential obligations.
(4) If the two parties finally fail to establish after negotiation, the receiving party shall not use confidential information of the disclosing party.
(5) If the partnership is not established or is terminated, the receiving party shall, at the request of the disclosing party, return confidential information and its carriers to the disclosing.
- If the receiving party is required to disclose the confidential information in the orders made by competent court or regulations, it shall give a prior notice to the disclosing party and assist in taking necessary protective measures so as to prevent or restrict further disclosure of the confidential information.
- Both parties confirm that any term of this agreement shall not imply consent to transfer or use the confidential information, and the receiving party shall not use such confidential information for the purposes other than that provided herein.
- Both parties confirm that ownership of the confidential information under this agreement shall remain with the disclosing party. But the disclosing party shall not guarantee if the confidential information disclosed by it infringes upon patent right, trademark right, copyright or other rights of any third party.
- This agreement shall come into force as of the date of execution and official seal-affixing by both parties and be binding on both parties and their affiliated enterprises, subsidiaries and successors. If “confidential information” is made public for other reasons other than of the receiving party, the terms on such part of “confidential information” under this agreement shall automatically become invalid.
- ?This agreement has included all the prior agreements of both parties on such matters. Any dispute arising out of prior agreement in oral or written form signed by both parties with this agreement, this agreement shall prevail. Any revisions of this agreement shall be made in writing and come into force after the signing of both parties.
- Failure of exercise, exercise delay or partial exercise of rights shall not imply the waiver of such rights; failure of exercise of a certain right shall not imply the waiver of other rights. If any term of this agreement become invalid upon a ruling made by the competent court or an arbitral award made by a arbitration organ, other terms shall remain valid.
- If either party breaches this agreement, the non-defaulting party shall have the right to claim compensation for economic loss and take other necessary remedial measures.
- Any disputes arising out of or in connection with this agreement shall be settled by both parties through friendly negotiation. Any dispute which cannot be settled through negotiation shall be submitted to Shenzhen Arbitration Commission for arbitration, and the arbitral award shall be final and binding on both parties. This agreement shall be governed by the laws of the PRC.
- This agreement is made out in duplicate, one for each party, and the two counterparts shall be equally authentic.
XXX Networks Network Co., Ltd.
Authorized Representative: Authorized Representative:
Signature: Signature:
Name: Name:
Position: Position:
Date: Date:
XXX Networks Network Co., Ltd.
Form No.: HN-QR-4.2-001
+ Ver. No.: 2.0 |
