MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (this “Agreement”) entered into this ___________ by and between
(Hereinafter referred to as the "Company")
a Chinese company,
(Hereinafter referred to as the "Participant").
Company and Participant are each a disclosing Party ("Discloser") and a receiving Party ("Recipient") under this Agreement, and collectively the “Parties”.
本保密协议（以下通称本“协议”）由 Name ， 一家 公司，地址为：Address (以下通称“公司”) 与 Name ， 一家中国公司，地址为：（ 以下通称“参与者”) 于 年 月 日签订。
WHEREAS each of Company and the Participant possess certain proprietary valuable and confidential information and technology; and
WHEREAS the Parties desire to enter into discussions for the purpose of evaluating the possibility of cooperation in China and for such other purposes as the Parties may agree in writing
WHEREAS in order to determine their interest in entering into such a business transaction, the Parties wish to exchange or to provide one another with access to their respective “Confidential Information” (as defined below), without undermining its confidential nature and economic value;
NOW THEREFORE, in consideration of the mutual undertakings and promises herein, the parties hereto hereby agree as follows:
1. Confidential Information 保密信息
1.1 The term "Confidential Information" means any and all information and know-how of a proprietary, private, secret or confidential nature, in whatever form, that relates to the business, financial condition, technology and/or products of the Discloser, its customers, potential customers, suppliers or potential suppliers, provided or disclosed to the Recipient by the Discloser, or any on its behalf, or which otherwise becomes known to the Recipient, whether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustration and not limitation, Confidential Information includes all forms and types of financial, business, technical, including but not limited to specifications, designs, techniques, processes, procedures, methods, compilations, inventions and developments, products, samples, algorithms, computer programs (whether as source code or object code), data, marketing and customer information, vendor information, personal information, projections, plans and reports, and any other data, documentation, or information related thereto, as well as improvements thereof, whether in tangible or intangible form, and whether or not stored, compiled or memorialized in any media or in writing, including information disclosed as a result of any visitation, consultation or information disclosed by Parties to this Agreement or other parties on their behalf such as consultants, clients, suppliers and customers, etc. The Discloser shall determine in its sole discretion what information and materials it shall disclose to the Recipient.
1.2 Confidential Information shall not include information or matter that the Recipient can demonstrate by reasonable and tangible evidence [to Discloser′s reasonable satisfaction], that: (a) was already known to the Recipient prior to its disclosure pursuant to this Agreement, or was independently developed by the Recipient thereafter without reference to or use of the Confidential Information of the other Party; (b) has become a part of the public knowledge, without a breach of this Agreement by the Recipient; or (c) shall have been received by the Recipient from another person or entity having no confidentiality obligation to the Discloser; or (d) is explicitly approved in writing by the Discloser for release by the Recipient; or (e) is disclosed pursuant to a court order, or to the extent required under any applicable law, provided the Recipient at the request and expense of the Discloser, uses reasonable efforts to limit such disclosure to the extent requested and further provided that, to the extent permissible by law, such disclosure will only be made at the latest time legally allowed and after notice is given to the Discloser, as soon as practicably possible, allowing it to take legal measures to prevent the disclosure.
2. Obligations of the Recipient 接受方的义务
2.1 Subject to Clause 3.6 below, Recipient shall treat all Confidential Information of the Discloser as strictly confidential and secure, using the same degree of care the Recipient uses to protect its own confidential information, but in any event not less than high standard of care, and without the prior written consent of the Discloser:
(a) Shall not exploit or make use, directly or indirectly, and/or copy, duplicate or reproduce such Confidential Information, for any other purpose other than for the Purpose;
(b) Shall protect and safeguard the Confidential Information against any unauthorized use, disclosure, transfer or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event with less than high care;
(c) Shall not use any Confidential Information to compete or obtain any competitive or other advantage with respect to the Discloser;
(d) Shall restrict its internal disclosure of the Confidential Information only to those employees who clearly have a need-to-know of such Confidential Information, and then only to the extent of such need-to-know and strictly for the Purposes;
(e) Shall not disclose or transfer, directly or indirectly, the Confidential Information or any part thereof, or any document or other material (in any medium), which contains, summarizes or embodies the Confidential Information or any part thereof, to any person, firm, corporation or any other entity, at any time unless it was authorized by the Discloser in advance; It being understood that any disclosure of Confidential Information to any transferee will be made (A) only on a need to know basis solely for the Purpose and (B) only to such transferees who have agreed in writing, prior to and as a condition for disclosure thereto, to (x) keep the confidentiality of such Confidential Information and (y) be bound to the confidentiality obligations of this Agreement (as if it had originally been named as the Recipient herein) and (z) name Discloser as an intended third party beneficiary of each such written agreement with the rights to enforce such written agreement made by such transferee. For avoidance of doubt no transferee shall have the right to further disclose information so disclosed thereto.
(e) 除非得到披露方事先授权，否则不得在任何时间，直接或间接地向任何个人、公司或任何其他实体披露或转让保密信息或其任何部分，或任何包含、总结或体现保密信息的文件或其他材料或其中任何部分（无论存储于任何媒介）。接受方理解，任何保密信息只有在如下情况下可以向受让人披露：（A）仅因本协议目的；（B）仅向在得知保密信息之前已经书面同意如下条件下的受让人披露：（1）保持保密信息的保密性；（2）受本协议保密义务的约束，视为本协议之接受方，以及（3）指定披露方为受让人签订的任何书面协议中的第三方受益人，以享受履行此类协议的权利。为免生疑问，受让方不得对在此披露的保密信息作进一 步披露。
(f) Shall assume full responsibility for enforcing this Agreement and shall take appropriate measures with all persons acting on its behalf to ensure that such persons are bound by a materially similar covenant of confidentiality, and informing such persons that such Confidential Information shall not be disclosed except as provided herein. Recipient shall be fully responsible for any breach of the terms of this Agreement by any of its transferees and by any person acting on their behalf;