保密協(xié)議模板 英文 confidential agreement

1、CONFIDENTIALITY AGREEMENTPage 1 of 2THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into this the ___ day of __________, 20__, by and between _____________________, an entity organized under the laws of the Stat

2、e of ______________, and its affiliated companies (collectively referred to as “Company”), whose mailing address is ____________________________________ and __________________________ (“Independent Contractor”), whose a

3、ddress of record is _______________________________________________________________________________________________________ (collectively the “Parties”).RECITALSA. The Parties are contemplating entering into a relations

4、hip during which certain Proprietary and Confidential Information, which is not readily available to the public, belonging to COMPANY and its Clients (“Information”) will be disclosed to the Independent Contractor. A

5、ll information disclosed to the Independent Contractor in writing or orally, shall be considered Information unless Company specifically indicated that the specific information disclosed is not proprietary or confiden

6、tial.B. The Independent Contractor may, from time to time, disclose information to Company which may be proprietary and confidential. All information disclosed to Company in written or oral form, shall be clearly mark

7、ed or stated as proprietary or confidential. Any such information not clearly marked or stated as proprietary or confidentialC. The Parties desire that the Information deemed proprietary and/or confidential not be dis

8、closed to any other parties unless authorized herein.NOW THEREFORE, in furtherance of the contemplated relationship, and in consideration of the mutual promises and covenants contained herein, the Parties do hereby ag

9、ree as follows:1. Company and Independent Contractor, their employees, subsidiaries, agents and assigns agree to hold all Information in strict confidence.2. No disclosure of any Information shall be made by Company or

10、 Independent Contractor, their employees, subsidiaries, agents and assigns without the express written consent of the other party. In addition, neither party shall use the Information for any purpose other than the ev

11、aluation of the proposed business relationship contemplated by this Agreement. The Independent Contractor expressly agrees that it shall not use the Information for purposes of developing competitive strategies, solic

12、iting business directly from Company’s clients or in direct competition with Company.3. This Agreement shall be effective for a term of five (5) years from the date first above written.4. The foregoing restrictions sha

13、ll not apply to Information which:a. was previously known to Independent Contractor free of any obligation to keep it confidential;b. is disclosed to third parties by the disclosing party without restriction; orc. is o

14、r becomes publicly available by other than authorized disclosure.d. Is required to be disclosed under applicable law or by a valid subpoena or other court or government order, decree, regulation or rule, provide, howe

15、ver, that if disclosure is required under this provision, receiving party shall advise disclosing party of the requirement to disclose Information prior to such disclosure and as soon as reasonably practicable after

16、the receiving party becomes aware of such required disclosure; and further provided that upon request of the disclosing party, the receiving party agrees to cooperate in good faith and at the expense of the disclosin

17、g party in any reasonable and lawful actions which the disclosing party takes to resist such disclosure, limit the information to be disclosed, or limit the extent to which the information so disclosed may be used or

18、 made available to third parties.5. The Information shall be deemed the property of the disclosing party, and upon request, the non-disclosing party shall return all Information received in tangible form to the disclo

19、sing party, or in the disclosing party’s sole discretion, shall destroy all such Information.6. No rights or obligations other than those expressly recited herein are to be implied from this Agreement. In particular, n

20、o license is hereby granted directly or indirectly under any patent or copyright now held by, or which may be obtained by, or which is or may be licensable by either party. Further, with respect to the Information, the

21、 Parties understand that such Information is subject to change without notice at any time and that neither party shall have any liability as a result of any change in Information.7. Neither this Agreement, nor the dis

22、closure 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 aff

23、iliated companies, if any, regarding the subject matter of the Information. If, in the future, the Parties elect to enter into a binding commitment regarding the subject matter of the Information, such commitment will

24、 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

25、a contract regarding the subject matter of the Information or any other transaction between them without execution of such separate written agreement.8. The Parties hereby acknowledge that neither party, nor any of its

26、 respective servants, agents or assigns makes any representation or warranties whatsoever concerning the accuracy, completeness or correctness of the Information supplied hereunder, nor must such representation or wa

27、rranty be implied.9. This Agreement shall be governed by and construed in accordance with the laws of the State of _____________.10. In the event any one or more of the provisions of this Agreement shall for any reason

28、 be held to be invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and shall remain in effect and be binding upon the parties. The failure of either party to enforce or insist upo

29、n compliance with any of the terms or conditions of this Agreement, the waiver of any term of condition of this Agreement, or the granting of an extension of time for performance, shall not constitute the permanent wa

30、iver of any term or condition of this Agreement, and this Agreement and each of its provisions shall remain at all times in full force and effect until modified by the Parties in writing. This Agreement sets forth the

31、 entire understanding of the Parties and supersedes any and all prior agreements, arrangements or understandings related to the matter described herein. No subsequent agreement between Company and Independent Contract

32、or shall be effective or binding unless it is made in writing and signed by both parties.11. The Parties warrant and represent that the person executing this Agreement is duly authorized to execute this Agreement, and

33、 to bind the Parties to the terms and conditions contained herein.12. In the event either party breaches this Agreement or if such breach is shown to be an imminent possibility, the other party shall be entitled to al

34、l legal and equitable remedies afforded to it by law as a result thereof, and may, in addition to any and all forms of relief, recover from the breaching party all costs and reasonable attorneys fees to the extent it

35、prevails in any such proceeding.13. Except as permitted hereunder neither party shall make any press release or other disclosure of any kind regarding this Agreement, any discussions or negotiations relating thereto, o

36、r the Information without the prior written consent of the other party.14. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constit

37、ute one and the same instrument. This Agreement may be delivered by facsimile transmission and facsimile signatures shall be treated as original signatures for all application purposes.CONFIDENTIALITY AGREEMENTPage 2 o

38、f 2IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.COMPANY NAMEName NameIndependent ContractorTitle Ti