Intellectual Property Rights Protection and Conservative Trade Secrets Agreement
Party A:
Party B:
In view of the fact that Party B is employed by its subsidiaries, branches and offices, it obtains trade secrets and technical secrets from Party A during its employment, and has the opportunity to enhance knowledge, experience and skills.
At the same time, Party A pays wages, bonuses, commissions and other remuneration to Party B's labor. Party B is obliged to keep Party A's trade secrets and technical secrets. Party A and Party B have entered into the following agreements on a voluntary basis to protect the rights and interests of both parties.
First, trade secrets:
It refers to technical information and business information that are not known to the public, can bring economic benefits to the company, are practical, and are subject to confidentiality measures by the company.
Not being known to the public means that the information cannot be obtained directly from public sources.
Being able to bring economic benefits and practicality to the company means that the information has certain applicability and can bring real or potential economic benefits or competitive advantages to the company.
Confidentiality measures, including the establishment of confidentiality agreements, the establishment of confidentiality systems and other reasonable security measures.
Technical information and business information that constitute Party A's trade secrets:
Party B obtains or exchanges confidential information obtained through work relationship, including but not limited to Party A's financial data, business plan, management procedures, customer list, source information, sales plan, technical concept, software, hardware, system integration plan, Supply and marketing channels, as well as plans, measures, and other information related to Party A, all of which may be the result of Party B’s own work or indirectly. The generation of such information may include but is not limited to:
Party B is created to complete the work assigned by Party A;
Party B independently conceived or obtained for work;
New information formed by Party A's selection and organization of known information;
Party A legally obtains from a third party;
Party A accidentally obtained.
Second, confidentiality obligations:
Party B has the responsibility of not disclosing or using the information. If Party A has express or implied authorization, it will disclose or use the information only within the scope of authorization.
Party B shall have the responsibility to make reasonable care. Party B shall give reasonable attention to the information obtained by Party A and ensure that it is not disclosed or used beyond the scope of authorization.
Party B shall not obtain or help others to obtain Party A's information by the following improper means:
Access to information is obtained without authorization, controlled by a carrier containing information, or obtained by any technical means;
Access to information is the result of violence, coercion, fraud, bribery, theft or any other illegal means;
The location where the information is obtained is an unauthorized entry point;
An employee who persuades or helps others to persuade Party A to possess trade secrets to leave Party A.
Competition restrictions:
1. Confidentiality Obligation: Party B agrees to do its utmost to protect Party A's interests. It does not organize or participate in any enterprise that competes with Party A, and does not engage in any improper use of Party A's trade secrets and technical secrets.
3. Conservative information that constitutes the secret information element: Part of the individual elements of the above-mentioned secret information of Party A may be such that it is not known to the public, but other parts or the whole of the information is not public knowledge. The whole still has confidentiality value. Therefore, Party B agrees that the observance of such partial or individual factors does not affect its confidentiality obligation to the information that is still in secret state. Party B shall not disclose such information, and shall not induce third parties to collect some public information to sort out Party A's secret.
4. Use of confidential information: In addition to the need for work, Party B will not use, publish or disclose any secrets of Party A and its clients, whether or not they are employed, or will not disclose any secrets of Party A and its clients. Obtain, use or plan to use this information, and make every effort to ensure that the information is not lost, not defective, and not defaced. In the direction of Party A and within the scope of business, trade secrets and technical secrets may be allowed to communicate, but:
It shall not be directly or indirectly disclosed to unrelated persons inside or outside Party A;
Do not use or plan for private use;
Do not copy or disclose copies of files or files containing Party A’s trade secrets and technical secrets;
The files of the relevant Party A or Party A's customers kept in contact with the work shall be properly treated and shall not be used beyond the scope of work without permission.
5. Employees who are responsible for senior management and mastering technical secrets shall terminate or terminate the contract for any reason or for no reason, and shall not engage in the same products or related businesses of Party A without the prior written consent of Party A and shall not provide technology to these enterprises. Consultant work, such as sexual guidance, shall not entice anyone who is or is at any time before the termination or termination of the contract to leave Party A.
6. Handover of documents: When ending work in Party A, Party B shall promptly hand over all files, records or materials related to Party A's business activities to the designated representative of Party A.
7. Ownership and Reporting of Invention: During the period of employment of Party A, Party B shall be funded by Party A or the technical achievements created by Party A to provide the working environment shall be owned by Party A; for the benefit of Party A, relevant business secrets shall be created in the job creation and Technical secrets are promptly reported to Party A and reported in writing, while assisting Party A to obtain and increase the above rights. Party B guarantees to disclose all ideas about business activities to Party A in the contract period.
8. The attribution document of the invention shall be submitted: Party B shall write and keep the written records of the invention, innovation or design referred to in Article 6 and submit these records and supplementary explanations to the designated representative of Party A in a timely manner.
9. Rules to be followed during the statute of limitations and timeliness: In view of the fact that the trade secrets and technical secrets owned by Party A have important value in the competition, they exist during the existence and termination of the labor relationship, and Party B agrees that the above obligations are within the validity period of the labor contract and The termination and termination of the labor contract shall be valid for the next year and shall be effective for important trade secrets and technical secrets for a long time.
10. Party B shall be responsible for the economic losses and reputational damage caused to Party A by leaking or illegally using or transferring Party A's intellectual property rights and trade secrets. If Party A’s confidentiality request to Party B violates public interest and national security or is unfair and increases confidentiality obligations, Party A shall be liable for breach of contract and compensate Party B for direct losses.
11. Disputes arising from the execution of this Agreement shall be settled by the Labor Dispute Arbitration Board or the Court.
12. Modifications and invalidations of any part of this Agreement shall not affect the legal effect of other parts.
Signature becomes effective Party A: Party B:
Date: Year Month Day Date: Year Month Day
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