This mutual confidentiality agreement came into effect on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ [insert correct company name and address] ("the company") was provided to Citect Pty. China business of Co., Ltd. ("Citect"), the contract number is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, contract 003, software supply and service, which came into effect on October 6, 2003, 438+05.
According to _ _ _ _ _ _ _ _ _ _ _ (contract number: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Provide _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as "_ _ _ _ _ _ _") with _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ [insert]
1. Both the Company and ESI agree not to disclose to a third party any confidential information ("confidential information") obtained from or through the other party related to the performance of this Agreement, including the terms of this Agreement, without the prior written consent of the other party. Confidential information may include but not limited to trade secrets, processes, formulas, source code materials, specifications, procedures, software packages, test results, technical know-how, operating methods and procedures, business or marketing plans, customer lists, proposals and licensing documents. The Company and ESI hereby confirm that they will not use any confidential information of the other party except for the above purposes, and agree that both parties will also take all reasonable measures to prevent their employees and consultants from using or disclosing any confidential information of the other party unless it is necessary to perform their duties under this Agreement. ESI and the company will mark all confidential information with the word "confidential" and instruct their employees to identify any non-written information as confidential information. Any information disclosed orally shall be accompanied by written confirmation within thirty (30) days, indicating the date and subject of disclosure.
2. Information shall not be regarded as confidential if:
A it has been included in printed publications before the date of this agreement; or
B information that is known to the public not because of the wrong behavior or omission of the receiver; or
C. Information legally known by the receiving party when receiving such information from the disclosing party without any ownership restrictions, or information legally known by the receiving party without any ownership restrictions from sources other than one party to this Agreement; or
D information required by law to be disclosed by the receiving party; Provided that the receiving party promptly notifies the other party and takes reasonable measures to limit such disclosure permitted by law; or
E information independently developed by any employee or agent of the receiving party, who has no access to or been informed of the relevant information.
3. The information disclosed under this Agreement shall not be regarded as falling within the scope of the foregoing exception just because it is contained in the public domain or more general information owned by the receiving party. In addition, any function combination shall not be regarded as belonging to the aforementioned exception just because a single function belongs to the public domain or the recipient, provided that the combination itself and its operating principle belong to the public domain or the recipient.
4. Unless otherwise required by _ _ _ _ or the Company, each party may destroy the confidential information after both parties no longer need the confidential information owned by the other party to achieve the above purpose. At the request of either party, each party shall deliver to the other party all the remaining materials belonging to the other party and any copies or abstracts thereof, and delete them from the memory of its computer and computer storage equipment or make them unreadable, whether confidential or not.
5. Unless otherwise stipulated in this Agreement, the execution of this Agreement or the provision of confidential information by either party shall not be interpreted as giving the recipient any license or right to use any such confidential information by express, implied, estoppel or other means. The recipient agrees that the recipient or any of its subsidiaries, affiliates, officers, directors, employees, agents or representatives shall not use such information without the express written consent of the disclosing party before using it. In addition, the receiving party agrees that the confidential information disclosed under this agreement is the exclusive property of the disclosing party, and the receiving party has no ownership interest in it.
6. Unless otherwise agreed in writing by both parties, and subject to the confidentiality restrictions contained in this Agreement, both parties agree that either party may meet with a third party, exchange information, sign an agreement and conduct any type of business relationship, and exclude the same or similar projects of the other party to this Agreement. According to the terms and conditions of this agreement, unless otherwise agreed in writing by both parties, the discussion and/or communication between the two parties shall not damage either party's right to develop, manufacture, use, purchase and/or market products or services that may compete with those provided by the other party, nor shall either party be required to disclose any planning or other information to the other party. Neither party has made any commitment to the other party to complete any proposed business relationship under this agreement, and whether the relationship is completed or not, each party will bear its own costs and expenses related to this agreement.
7. Both parties agree that any and all confidential information can only be exported outside the United States in compliance with all applicable US export control laws. The recipient shall not directly or indirectly use or re-export the disclosed confidential information in any way that violates US export laws and regulations, including but not limited to nuclear, chemical/biological warfare and/or missile activities. The recipient also agrees that it will not (a) re-export or release any disclosed confidential information to nationals of countries with country code D: 1 or E:2 without permission or exception from BXA; Nor (b) export the direct products of the disclosed confidential information to Group D: 1 or E:2, if such foreign-produced products are subject to the national security control stipulated in the Commercial Control List (see the general prohibition in Article 3, paragraph c. 736.2(b)(3) of the Export Administration Regulations). The obligations of this Section 7 shall survive the expiration or termination of this Agreement.
8. The confidentiality obligations of both parties under this Agreement shall terminate after five (5) years from the date of disclosure or when the information is no longer confidential, whichever is earlier.
9. This Agreement shall be interpreted in accordance with the laws of Texas. The state courts and federal courts in Texas shall have jurisdiction over any lawsuit or procedure related to this Agreement.
10. This agreement stipulates the complete agreement and understanding between the two parties on confidentiality and non-disclosure of confidential information, and supersedes, cancels and merges all agreements, negotiations, commitments, written documents and discussions on the subject between the two parties before the date of this agreement. Unless it is in writing and signed by the authorized representatives of both parties, it is not binding on the opportunity, modification, change or addition of any terms of this agreement.