Article 20 Confidentiality, Protection and Ownership of Proprietary Information
Proprietary Information includes but not limited to: (i) the information, knowledge or technologies provided by Disclosing Party or its affiliated to Receiving Party or those obtained by Receiving Party from Disclosing Party or its affiliated; (ii) the information that Disclosing Party is obligated to maintain its confidentiality on behalf of the Third Party. However, Proprietary Information excludes: (i) the information losing its copyright before or after the receipt of Receiving Party, except when it is caused by Receiving Party′s willful misconduct or omission; (ii) the information that Receiving Party may certify that Receiving Party is entitled to use or disclose without any restrictions prior to the receipt in accordance with this Agreement; (iii) the information that Receiving Party may state is received from the Third Party unrelated to the duties of confidentiality; or (iv) the information independently proposed by Receiving Party without any reference to or dependency on Proprietary Information.
The Disclosing Party shall properly mark the Proprietary Information with a conspicuous and clear word of “confidential” prior to the disclosure of Proprietary Information by Receiving Party.
Within the Contract term and the indefinite period after the Contract term, one Party shall maintain the confidentiality of another Party′s Proprietary Information and use it for the purpose stated herein only.
Both Parties shall be entitled to the IP right related to each Party′s Proprietary Information, such as the patent, trademark or copyright relevant to the Proprietary Information or the combination of the rights mentioned above. Either Party shall not take any actions for the purpose of obtaining or questioning any corresponding IP right of another Party′s Proprietary Information.
The Receiving Party shall not (a) disclose or admit the other Party to disclose any part of Disclosing Party′s Proprietary Information to any person, except the affiliated, employees and the professional consultants, but it is a necessity to know such information for the performance of the Contract and the duties of Receiving Party; (b) use the Proprietary Information of Disclosing Party for any purpose other than specified herein.
Before disclosing the Proprietary Information and all the other information disclosed by Disclosing Party or its affiliated to the Receiving Party′s officials or employees or the officials or employees of its affiliated, Receiving Party shall make sure the receiving persons abide by the confidential obligations stated herein. The method shall include but not limit to make such persons sign a confidential contract under the confidential requests specified herein.
The Receiving Party shall ensure that the Proprietary Information and other Information of all document formats (including electronic and on-electronic introductions, summaries and notes) provided by Disclosing Party or its affiliated is in the custody of Receiving Party, mark the information with a word of “confidential” or a similar word to indicate the confidentiality and take proper measures to guarantee the document confidentiality.
The Receiving Party shall take the same degree of protection for the confidentiality of Disclosing Party′s Proprietary Information as its own Proprietary Information, enabling the Third Party to be incapable of disclosing or using such Proprietary Information without authorization. Under any circumstances, the degree of protection for Proprietary Information shall not be under the proper degree.
Article 21 Transfer And Sublease
Unless otherwise stated in the Contract, neither Party shall transfer or assign all or part of the rights or obligations specified herein or take any other actions without the prior written consent of another Party. However, without the prior consent of Another Party, either Party shall be entitled to transfer all the businesses and assets of such Party related to the subject matter herein through merging, alliance or selling for the purpose of transfer the Contract to the Successor on condition that the Successor states to undertake the liabilities and obligations of such Party specified herein and such Successor shall also perform and comply with all the obligations of Another Party.
The Contract shall only apply to the interests of the Parties hereto and the Successor and the approved transferee of either Party and is binding upon the Parties.
If the Party who has accepted the transfer or appointment under these terms failed to perform the duties, the transferor or entrustor shall still be responsible for the other Party hereof as if they did not make any transfer or appointment.
Notwithstanding Article 21.1, the Buyer may transfer its interests specified herein to its affiliated without the Supplier′s permission, but the Supplier shall be informed in time.
Neither Party shall transfer all or part of the purchase order without the other Party′s prior written consent unless:
Through merging, alliance, reconstruction, voluntary sale or transfer of all or majority of the Buyer′s assets, the Buyer′s interests in the purchase order may be transferred without the permission of the Supplier. The merged, incorporated or reconstructed companies or institutions or the purchaser or transferee shall be entitled to perform the obligations which shall be executed by the Buyer for the Supplier in accordance with the purchase order.
The Supplier and the Buyer have definitely agreed as follows: with prior written notice to the Supplier, the Buyer shall transfer its interests, rights and compensations specified in the purchase order to the Third Party, including but not limited to the customer.
Changes on the Supplier′s right of control
Changes on the Supplier′s right of control (hereinafter referred as “changes on the right of control”) shall refer to the changes of the Third Party who directly or indirectly controls the Supplier.
If the changes on the Supplier′s right of control are foreseeable, the Supplier shall:
promptly provide the Buyer with prior written notice related to such events for determining potential investors/assignees and the expected modifications or any other changes of share capital.
provide relevant information for the Buyer during the period of control right changes.
If the said changes of control right may be properly considered as having negative impact (including but not limited to: imposing significant influence on the capacity of the Supplier for performing the obligations stated herein or such changes of control right is more favorable to the Party that is directly or indirectly competing with the Buyer) on the Buyer, the Buyer shall have the right of terminating this Contract of any relevant order within thirty (30) days after the Buyer is aware of the changes on the Supplier′s control right. In this case, Article 22 shall apply.