_ _ _ _ _ _ _ _ Co., Ltd., a company established under the laws of China and governed by it, has its registered address at _ _ _ _ _ _ _ (hereinafter referred to as the "Provider").
_ _ _ _ _ _ _ _ _ _ _ _ _ Investment Foundation, a legally established company under its jurisdiction, has its registered address at _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as "the recipient").
Hereinafter, the above two parties will be collectively referred to as "both parties" and referred to as "one party" for short.
Whereas, the two parties will cooperate and exchange information in the "_ _" financing project for common interests. For this reason, both parties agree to sign this confidentiality agreement and keep confidential the information of the other party ("confidential information") obtained in the course of project cooperation according to the conditions and provisions of this agreement.
The first definition
1, definition of confidential information
Confidential information refers to all information, data or technology that is not known to the public and can bring economic benefits to its owners, including but not limited to software, programs, inventions, processes, designs, drawings, proprietary technologies, projects, processes, methods, hardware configuration information, customer lists, contracts, prices and markets related to the research, development, production, products, services and markets of the provider. Confidential information includes confidential or proprietary written identification and oral provision, followed by confidential or proprietary written identification.
The above confidential information does not include the following information:
A) The receiving party knows the information before obtaining it from the service provider, and has no confidentiality obligation;
B) It is known to the public through no fault of either party;
C) Obtained from a third party without confidentiality obligation, and within the scope that the acquirer should know, the third party did not illegally obtain and disclose confidential information;
D) The provider has legally disclosed it to a third party without confidentiality obligation and has been legally disclosed by the third party;
E) Information independently developed and obtained by the receiving party without contact with confidential information;
F) Published by the receiver with the prior written consent of the provider.
2. Recipients and providers
"Recipient" means the recipient of confidential information.
"Provider" refers to the source of confidential information.
Article 2 Obligation of confidentiality
1. The receiving party takes the same measures as its own confidential information to ensure its security. Both parties agree that confidential information can only be provided or taught to employees who need to know such confidential information because of their work and have legitimate reasons. Both parties shall store all documents and records containing confidential information in a safe and reliable place. Any confidential information stored electronically in a computer should be regarded as an effective defense to prevent any unauthorized intrusion or direct or indirect use through the network.
2. Both parties acknowledge each other that the confidential information provided by either party to the other party and all rights contained therein and/or related thereto are the exclusive property of the provider, and the receiving party shall consider the interests of the provider and keep them properly.
3. Both parties agree that the main purpose of disclosing confidential information is for the financing cooperation of both parties in the "_ _" project. The use of confidential information provided under the terms of this agreement shall be limited to these purposes, unless the provider specifies other purposes in writing when disclosing such confidential information. If the use purpose specified at the time of disclosure is inconsistent with the use purpose specified above, the use purpose specified at the time of disclosure shall prevail. Confidential information shall not be used for other purposes without the prior written authorization of the disclosing party. Both parties hereby guarantee that the confidential information obtained from the other party will only be used in connection with the agreed project and will never be used for purposes unrelated to the project.
4. Both parties promise to keep strictly confidential all internal business information that they and their employees or representatives know in the other party's business premises due to the performance of their obligations, and never disclose such information to any third party. This regulation is especially applicable to all internal information related to technology, design, production, operation or organization.
5. If either party intends to sign a subcontract with a third party, it must disclose confidential information to the third party, and that party shall obtain the written consent of the other party in advance. Both parties and subcontractors who disclose information shall also sign a confidentiality agreement with the same format as this agreement before disclosing confidential information.
6. If the recipient is merged with, merged by or directly or indirectly controlled by a third party, the recipient shall not disclose any confidential information of the provider to the third party; The recipient shall immediately return the confidential information of the provider to the provider, or destroy the confidential information according to the requirements of the provider; However, if the written consent of the provider is obtained in advance, the recipient may continue to use the confidential information.
7. If the receiving party is required to provide confidential information to government departments, courts or other competent departments, the receiving party shall immediately notify the provider if possible, so that the provider can take confidentiality as a defense or obtain protective measures, and apply all procedures of applicable laws to protect the confidential information, and the reasonable expenses arising therefrom shall be borne by the provider.
Article 3 Non-right grant
Obtaining any confidential information does not mean that the receiving party is granted all the patent rights or copyrights of any relevant provider, nor does it mean that the receiving party is granted any rights about the confidential information of the other party, unless the receiving party has the right to reasonably use the confidential information provided by the provider to fulfill its obligations under this contract.
Article 4 Intellectual property rights
1. The obligation of confidentiality also applies to documents and information about unregistered or unpatented inventions.
2. The ownership of intellectual property directly or indirectly arising from the use of confidential information mentioned in this agreement shall be decided by both parties through consultation.
Article 5 Breach of Contract and Compensation
1. Any party who violates this agreement, whether intentionally or negligently, shall immediately stop the infringement and take all necessary measures to prevent the dissemination of confidential information at the first time and eliminate the influence as much as possible.
2. Any party who violates the provisions of this Agreement shall be liable for breach of contract, and the breaching party shall pay liquidated damages to the observant party. The specific amount of liquidated damages shall be determined by both parties through consultation.
3. The above amount of liquidated damages shall not affect the injured party's claim for damages from the defaulting party. This compensation is limited to the actual losses suffered by the injured party.
Article 6 Return of confidential documents
After the termination of each individually contracted project, all confidential information involved in this agreement, whether written or in other specific forms, and the copies made by the receiver shall be immediately returned to the provider or destroyed, and the relevant destruction certificate shall be sent to the other party at the same time.
Article 7 General provisions
1. Any modification of this agreement shall be made in writing and signed by the legal authorized representatives of both parties, otherwise it will be invalid.
2. The invalidity of any part of this Agreement shall not affect the validity of other parts of this Agreement. If any part of this agreement is declared invalid, the parties concerned shall determine an alternative clause through friendly negotiation, which shall conform to the original intention of both parties as far as possible.
3. The provider has no obligation to guarantee the accuracy and completeness of the confidential information disclosed to the recipient, and will not bear any special, unexpected, subsequent or indirect damage or loss caused by the disclosed information, except that it should know that the disclosed confidential information will cause damage or loss to the other party.
4. The provider shall compensate or compensate the damage and loss caused to the recipient by litigation, arbitration, seizure or confiscation of third parties, compensation or compensation requests or other claims caused by the recipient's use of the confidential information disclosed by the provider; The provider shall compensate the recipient for any reasonable compensation or compensation to the third party, unless the recipient abuses the confidential information.
5. Both parties acknowledge that the losses caused by violation of this agreement will be immeasurable, and promise that the provider can apply to the court or relevant departments for protective measures to safeguard its legal rights, and the exercise of these rights will not affect its continued enjoyment and exercise of other rights and compensation rights.
6. One