A confidentiality agreement generally includes terms such as confidential content, responsible subject, confidentiality period, confidentiality obligation and liability for breach of contract. Confidentiality agreements can be divided into unilateral confidentiality agreements and bilateral confidentiality agreements. A unilateral confidentiality agreement refers to an agreement in which one party has a unilateral confidentiality obligation to the other party.
Contents of Confidentiality Agreement I. Forms of Confidentiality Agreement
When signing a confidentiality agreement, both parties can sign a confidentiality agreement in the Labor Contract Law [3]? In the confidentiality clause, a special confidentiality agreement can also be concluded. But no matter which way is adopted, it should be in legal written form, and the terms should be clear and unambiguous.
Second, the confidentiality agreement content
(1) Define the scope of confidential information
When the employer agrees on the confidential content, it is necessary to specify the object, scope, content and time limit that need to be kept confidential, and it is best to list all the contents that need to be kept confidential by enumerating, otherwise it will easily lead to litigation disputes due to unclear agreement. The scope and content of confidentiality have also changed in different enterprises and different periods of the same enterprise, and the employer should modify the content of confidentiality agreement in time.
(2) Defining the subject of confidentiality
The confidential subject of trade secrets is generally limited to workers in confidential positions. For confidential posts and technical posts, it is required not to disclose, donate, transfer, destroy or assist third parties to infringe on the company's business secrets. In addition to the above-mentioned confidential positions, workers who are not necessarily obligated to keep confidential should also be included in the scope of confidential subjects and bear the responsibility of confidentiality, knowing company secrets intentionally or unintentionally in their work. In addition, the family members and friends of workers who know business secrets should also have the same obligation to keep business secrets.
(three) agreed confidentiality period
The confidentiality period shall be clearly stipulated in the confidentiality agreement. Although the law stipulates that the employee's confidentiality obligation is not exempted due to the dissolution or termination of the labor contract, it is better to stipulate the starting and ending time of the confidentiality obligation to avoid unnecessary disputes because the business secrets have expired, been made public or been destroyed.
(4) Clarify the rights and obligations of both parties.
In the confidentiality agreement, how to use trade secrets, the ownership of job achievements involving trade secrets, the ways of keeping and destroying confidential documents, etc. It should be clearly agreed, and if there are special terms, it should be agreed by enumeration.
In addition, according to the provisions of the Labor Contract Law, liquidated damages cannot be directly set in the confidentiality agreement, and there is a risk that the agreed liquidated damages will be deemed invalid. However, this does not mean that the liability for breach of contract cannot be stipulated in the confidentiality agreement, but the content of compensation and the calculation method of compensation for breach of confidentiality obligation can be stipulated in the confidentiality agreement.
As mentioned above, the liquidated damages for trade secrets correspond to the losses caused by infringement of trade secrets, and there are two ways to stipulate the liquidated damages for trade secrets: one is to adopt punitive liquidated damages, and the specific amount of liquidated damages can be determined in a way slightly higher than the expected losses; The second is to agree on the calculation method of compensation for losses caused by infringement of trade secrets. If the sales amount decreases due to the disclosure of customer information, the reduced sales amount can be used as the calculation method of liquidated damages.
(5) Carefully stipulate the non-competition clause.
Although the non-competition clause is optional, it is undeniable that the non-competition clause is a powerful umbrella for trade secrets. It should be noted that the term and obligation of non-competition, the standard of economic compensation, the payment time of economic compensation, and the conditions for termination of the terms must be clearly agreed, otherwise the enterprise may fall into the danger of paying high economic compensation if it is not careful.
(VI) Determination of dispute jurisdiction
According to Article 40 of the Notice of the Supreme Court on Printing and Distributing the Annual Report of Intellectual Property Cases (Law [2010]173), "A party claiming rights on the grounds of breach of contract is a labor dispute and should be resolved through the labor dispute handling procedure; If you claim rights on the grounds of infringement of trade secrets, it is an unfair competition dispute, and the court can accept it directly. " Therefore, it is suggested that enterprises should stipulate the relief clause in the confidentiality agreement and choose the appropriate relief channel according to the enterprise's situation.
The dispute settlement institution can be stipulated in the confidentiality agreement, but the dispute settlement institution must be certain and unique. It is not allowed to agree on the choice of arbitration institutions and courts, nor is it allowed to agree on the choice of arbitration institutions or courts in places A and B, otherwise the clause will be invalid.
Every enterprise needs confidentiality under different circumstances, and how to sign a confidentiality agreement to better protect the rights and interests of the employer needs specific analysis. It is best to consult a professional lawyer when signing a confidentiality agreement.
Customer information confidentiality agreement Part I Party A: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Party B: _ _ _ _ _ _ _ _ _ _ _
Through friendly negotiation, Party A and Party B reached an agreement on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ to ensure the service quality.
1, information that needs to be kept confidential.
All confidential information provided by Party A to Party B involved in this agreement includes computer software, data, agreements, reference materials and other materials recognized and confirmed by both parties. If Party A provides information to Party B orally, Party A shall notify Party B in writing within 5 days after the information is sent.
2. Responsibility for confidentiality
A. Party B must take effective safety measures and operating procedures to prevent Party A's confidential information from being leaked. Model confidentiality agreement.
B party b shall not disclose the secret to a third party, but only to party b's managers and contractors. ..
C. Party B has no right to modify or delete any terms or copyright notes in this Agreement, and Party B shall not copy or transfer them without Party A's permission.
D party b shall take all possible measures to keep all information from party a strictly confidential until the end of the service.
3. Use restrictions
A. Without Party A's permission, Party B shall not disclose any commercial use right, patent right, reproduction right, trademark, technical secret, trade secret or other proprietary rights of Party A. ..
B. Without Party A's permission, Party B shall not use the cooperation matters and confidential contents for commercial publicity or disclose them to Party A's commercial competitors or other units or individuals that threaten Party A's interests.
4. Others
The prerequisite for the confidentiality agreement to take effect is that it does not violate the laws and regulations of People's Republic of China (PRC), endanger social security or harm the national interests. In the following cases, the confidentiality agreement has no legal effect. Model confidentiality agreement.
A. Before Party A announces, the information that Party B already knows or is not caused by Party B's wrong behavior has been made public.
B. The information released by Party A does not restrict the release of Party B. ..
5. Termination conditions of confidentiality agreement
A, in principle, after the end of the service, the confidentiality agreement will automatically expire. If the confidential information known by Party B is still known by a few people, and Party A has not publicly announced it, Party A has the right to continue to ask Party B to keep it confidential, and the confidentiality period can be agreed upon separately.
B. After the service cooperation is completed and this agreement is terminated, Party B shall return the confidential information carrier belonging to Party A. If the software, documents or other forms of carrier handed over to Party B by Party A at that time, or both parties destroy the above confidential information carrier, Party B shall hand over the list of unauthorized users to Party A. ..
6. Dispute settlement and applicable law
This Agreement shall be governed by and construed in accordance with the laws of People's Republic of China (PRC). Both parties hereto irrevocably accept the jurisdiction of the courts in People's Republic of China (PRC) over any matter, dispute, lawsuit or procedure arising from or related to this Agreement or the rights and obligations of both parties hereto.
Article 6 Validity of the Agreement
(1) this agreement is valid until _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
(2) This Agreement is made in quadruplicate, two for each party, with the same legal effect.
Party A (seal): _ _ _ _ Party B (seal): _ _ _ _ _ _
Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _
Tel: _ _ _ _ _ Tel: _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model Non-disclosure Agreement Part II Party A: _ _ _ _ _ _ (name of employer)
Party B: _ _ _ _ _ _ (name of employee)
Party B will come into contact with or master Party A's business secrets during his employment with Party A and for a period of time after his resignation. In order to safeguard the legitimate rights and interests of Party A and Party B, the following agreement is reached on relevant confidentiality matters:
1. Party A's business secrets refer to the technical information and business information that are not known to the public, can bring economic benefits to the obligee, and are practical and kept confidential by Party A ... including but not limited to: software design, procedures, operation, product scheme, product strategy, production method, customer list, supply and technical information, financial information, supplier and distributor information, and Party B's confidentiality responsibility according to the contract or laws.
2. During Party B's tenure, Party A shall provide all kinds of information, materials, equipment and software necessary for his work so as to give full play to his intelligence.
Three. Party A shall formulate corresponding confidentiality system, and stipulate the content, scope and confidentiality period of trade secrets for Party B to abide by.
Four. Party B agrees to take necessary and effective measures to protect the business secrets it knows or holds during the employment period. Except for the normal and reasonable use of the position, Party A shall not disclose, inform, deliver or transfer Party A's business secrets to a third party other than Party A (including Party A's affiliated enterprises) or use them for himself or a third party without Party A's written consent. ..
5. During Party A's employment, Party B promises not to keep, copy or disclose any business secret information privately, and not to take part-time jobs in other companies;
Party B guarantees that it will not bring any information and materials that may infringe to Party A and use them without authorization, otherwise Party B will bear all legal and economic responsibilities arising therefrom. After leaving the company 1 year, Party B promises not to use Party A's business secrets to compete with Party A anywhere other than Party A;
Party A shall pay Party B a confidentiality fee of RMB.
6. When Party B leaves his post, he shall immediately hand over all business secret materials, software and other articles held by Party A to the personnel designated by Party A, and go through relevant formalities.
Seven. Party A and Party B are willing to strictly implement this agreement. If either party breaches the contract, it shall pay the other party a penalty of RMB _ _ _ _ _ _ _ _.
If it causes economic losses to the other party, it is willing to bear all the liability for compensation. In addition, if Party B breaches the contract, Party A may terminate its labor contract.
Eight. This agreement is an annex to the labor contract in duplicate, with each party holding one copy.
Party A: (signature or seal) _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B: (signature or seal) _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model Non-disclosure Agreement for Agency Cooperation Part III Party A: _ _ _ _ _ _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ _ _ _ _ _
The contracting parties shall abide by the following principles
1, information that needs to be kept confidential.
1, 1 All information provided by Party B to Party A as confidential, including computer software, data, information, protocols, reference materials, functional interfaces and instructions, are confidential information. If Party B provides information to Party A orally, Party B shall notify Party A in writing within 15 days after the information is sent.
2. Responsibility for confidentiality
2. 1 In order to avoid leakage, both parties shall abide by:
Party A shall take all possible measures to keep all information of Party B strictly confidential, including implementing effective safety measures and operating procedures.
B party a shall not disclose the secret to a third party, but only to party a's managers and contractors. ..
Party A has no right to modify or delete any terms or copyright notes in this agreement.
According to this agreement, Party A shall keep the information confidential for 5 years after receiving it.
3. Use restrictions
3. 1 Party A promises that the confidential information provided in this agreement will only be used for domain name registration and/or services provided by the virtual hosting agent/partner, and shall not be used for other purposes.
3.2 Party A shall not disclose any commercial use right, patent right, reproduction right, trademark, technical secret, trade secret or other rights exclusive to Party B. ..
3. Party A promises not to use the extended meaning of confidential information.
3. Party A agrees that any information transmitted in the form of software, data or database can only be used in all computer systems of Party A. ..
4. Others
4. 1 This confidentiality agreement shall be managed and interpreted in accordance with relevant applicable laws of People's Republic of China (PRC). Both parties agree that any dispute concerning this confidentiality agreement will be unconditionally submitted to the laws and regulations of People's Republic of China (PRC). This agreement does not mean that Party A and Party B establish any agency and cooperation relationship. If an agency cooperation relationship is established, an agency/cooperation agreement shall be signed separately.
4.2 This confidentiality agreement shall come into effect immediately upon signing, but neither party shall be liable for the following situations:
A. Party B releases information before formal written notice,
B. Information disclosure not caused by Party A's fault,
C. Information known to Party A before release,
D information independently discovered by Party A without using confidential information,
E. Information disclosed by Party B that is not restricted by information release.
4.3 Termination conditions of this confidentiality agreement: If one party (the former) violates the provisions of this agreement and informs the other party (the latter), the latter fails to correct it within three days. After the termination of this Agreement, any confidential information obtained by Party A shall be immediately returned to Party B, and Party A shall provide Party B with a complete list of unauthorized users of confidential information. After the termination of this agreement, the provisions of Articles 2 and 3 of this agreement shall remain valid for Party A. After the termination of the relevant agreement signed by Party A and Party B, any confidential information obtained by Party A shall be returned to Party B immediately, and the provisions of Articles 2 and 3 of this agreement shall remain valid for Party A.. ..
4. This agreement is valid for the respective beneficiaries, successors and assignors of Party A and Party B. The responsibilities of Party A and Party B stipulated in this agreement cannot be assigned or distributed.
4. Party A and Party B agree that both parties are entitled to seek legal and fair remedies for breach of contract.
4. The terms of this agreement can only be effectively revised through a written revised draft signed by both parties.
4. If any clause of this agreement is found to be invalid or unenforceable, that part will be invalid from the time of discovery. Meanwhile, Party A and Party B agree that:
A negotiate and determine fair and reasonable new clauses as close as possible to the original clauses.
Other terms of this agreement are still valid.
4. This agreement contains the mutual understanding and understanding of both parties on such issues.
4. For some confidential information, Party B may give up any responsibility stipulated in this agreement in writing. However, other confidential information is not affected by this written statement.
4. 10 This agreement does not indicate that the two parties have established any agency or cooperative relationship.
Party A: _ _ _ _ _ _ _ _ _ _ _
Date: _ _ _ _ _ _ _ _ _ _ _ _
Seal: _ _ _ _ _ _ _ _ _ _ _
Signature: _ _ _ _ _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ _ _ _ _ _
Date: _ _ _ _ _ _ _ _ _ _ _ _
Seal: _ _ _ _ _ _ _ _ _ _ _
Signature: _ _ _ _ _ _ _ _ _ _ _