party a: _ _ _ _ _ _
party b: _ _ _ _ _ _
in order to protect the proprietary information (as defined in the first paragraph of this agreement) involved by both parties in business and technical cooperation, through friendly negotiation, Party a and party b sign the following agreements:
1. definition
1.1 definition of proprietary information:
1.1.1 "proprietary information" as mentioned in this agreement refers to all trade secrets, technical secrets, communications or other information related to the product, whether written, oral, graphic, electromagnetic or any other form of information, including (but not limited to).
1.2 "recipient": the "recipient" mentioned in this agreement refers to the party receiving the proprietary information.
1.3 "disclosing party": the "disclosing party" mentioned in this agreement refers to the party that discloses the proprietary information.
2. Rights Guarantee
The disclosing party guarantees that the proprietary information it discloses to the receiving party will not infringe the intellectual property rights and other rights of any third party.
3. Obligation of confidentiality
3.1 The Receiving Party agrees to strictly control the proprietary information disclosed by the Disclosing Party, and the degree of protection shall not be lower than that of the Receiving Party to protect its own proprietary information. However, in any case, the protection degree of the "recipient" to the proprietary information cannot be lower than that of a well-managed technology enterprise to protect its own proprietary information.
3.2 the receiving party guarantees to take all necessary measures to keep the proprietary information provided by the disclosing party confidential, including (but not limited to) implementing and adhering to satisfactory operating procedures to avoid unauthorized disclosure, use or copying of the proprietary information.
3.3 the "receiving party" promises not to disclose the existence of this agreement or any content of this agreement to any third party.
4. Exceptions
4.1 The obligation of the "receiving party" to keep confidential and not to use does not apply to the following proprietary information:
4.1.1 The information publicly disclosed by the "disclosing party" without the obligation of confidentiality;
4.1.2 the proprietary information that the "receiving party" has without any restrictions before any disclosure is proved by written materials;
4.1.3 There are written materials to prove that the proprietary information has been made public by other parties other than the "receiving party";
4.1.4 there is written evidence that the "recipient" obtained the proprietary information from a third party through legal means without any restrictions.
4.2 if the lawyer of the receiving party proves in writing that the disclosure of proprietary information by the receiving party is due to the requirements of laws, regulations, judgments and rulings (including subpoenas, court or government procedures), the receiving party shall notify the disclosing party as soon as possible in advance, and at the same time, the receiving party shall do its best to help the disclosing party effectively.
5. Denial of license
Unless expressly authorized by the disclosing party, the receiving party cannot consider that the disclosing party has granted it any patent right, patent application right, trademark right, copyright, trade secret or other intellectual property rights containing the proprietary information.
6. Remedies
6.1 Both parties acknowledge and agree as follows:
6.1.1 The proprietary information disclosed by the "disclosing party" is a valuable trade secret;
6.1.2 it is necessary to abide by the terms and conditions of this agreement to protect the confidentiality of proprietary information;
6.1.3 any unauthorized disclosure or use of the proprietary information by breach of contract will cause irreparable and continuous damage to the disclosing party.
6.2 In case of default by the Receiving Party, both parties agree as follows:
6.2.1 The Receiving Party shall take effective measures to keep the proprietary information confidential according to the instructions of the Disclosing Party, and the expenses required shall be borne by the Receiving Party;
6.2.2 The Receiving Party shall compensate the Disclosing Party for all losses caused by its breach of contract, including (but not limited to): court proceedings, reasonable lawyer's fees and expenses, all losses or damages, etc.
7. confidentiality period
7.1 from the effective date of this agreement, both parties' cooperation and exchanges must conform to the terms of this agreement.
7.2 unless the "disclosing party" clearly states in written notice that a certain proprietary information involved in this agreement need not be kept confidential, the receiving party must keep confidential the proprietary information received before the termination of this agreement in accordance with its confidentiality obligations, and the confidentiality period is not limited by the validity period of this agreement.
8. applicable law
this agreement shall be governed by the laws of the people's Republic of China and shall be interpreted in accordance with them in all aspects.
9. settlement of disputes
all disputes arising from this agreement shall be settled by both parties through friendly negotiation. If negotiation fails, both parties agree to settle it by _ _ _ _ _ _ _ _ _ Arbitration Commission.
1. entry into force and other matters
1.1 this agreement is made in quadruplicate, with party a and party b holding two copies respectively.
1.2 this agreement shall come into effect as of the date of signing, and any matters negotiated by both parties before the signing of this agreement but not recorded in this agreement are not binding on both parties.
1.3 this agreement and its annexes are equally legally binding on both parties, but in case of any conflict between the annexes and this agreement, this agreement shall prevail.
1.4 matters not covered shall be settled by both parties through friendly negotiation.
party a (signature): _ _ _ _ _ _ party b (signature): _ _ _ _ _ _ _
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