[excellent] confidentiality agreement

Article 1: Confidentiality Agreement

Party A: ____________________

company address:________________

Party B: ____________________

company address:________________

This Agreement is entered into by ____________ and ___________ companies on ______ ______ month ______.

It is necessary for the parties to this Agreement to provide certain proprietary information to the other party. The party that discloses such confidential information shall be “Party A” and the party accepting such confidential information shall be “Party B”, but either party may be “Company”. As the parties to this Agreement receive the consideration of the other party's confidential information, the parties agree to use the confidential information in accordance with the provisions of this Agreement by their respective signatures, unless the parties agree in writing to the file to use the confidential information in other ways. Hereby, the two sides negotiate as follows:

1. Party B shall not disclose Party A's confidential information to any third party, but shall endeavor to avoid the disclosure of confidential information to any third party due to negligence.

2. Party B shall not use Party A's confidential information or circulate within its own organization, except for the purpose of negotiating, discussing and negotiating with Party A's personnel or authorized representatives or authorized by Party A in writing after the signing of this Agreement. For any purpose.

3. Party B shall not use any Party A's confidential information for its own benefit other than the purposes specified in this Agreement or for the benefit of any other party.

4. Party B has no obligation to the following information: When Party A informs Party B of the information, the information is already in the public domain; after Party A informs Party B, the information is not entered into the public domain due to Party B's fault; When informing the information, the information is owned by Party B without any confidentiality obligations; according to the written record, the information was independently developed by Party B without any confidential information; or the information was requested by the court or government to disclose it. Notify Party A of the rules or orders so that they can apply for a protection order or other appropriate remedy.

5. This confidentiality agreement, the disclosure of confidential information and subsequent discussions between the parties does not create obligations other than those specified in this Agreement. This Agreement or the confidential information disclosed to Party B shall not be deemed to confer any intellectual property right or any right of any kind related to it.

6. All confidential information is provided based on "maybe". Neither party expressly warrants its accuracy, completeness or performance by express, implied or otherwise.

7. All materials provided by Party A to Party B, including but not limited to files, designs and lists, shall remain the property of Party A, and Party A shall immediately return the restored parts and all copies made accordingly.

8. This Agreement shall remain in full force for three years from the date of its entry into force. At any time during the term of this Agreement, the parties may terminate the Agreement by mutual agreement or by giving written notice to the other party within 60 days; however, the early termination of this Agreement shall not waive Party B's performance under this Agreement for the purpose of providing Party B's confidential information on the date of termination of the Effective Date. obligation.

9. This Agreement shall be interpreted in accordance with the Constitution of the People's Republic of China.

This Agreement, including its terms and conditions, is a complete and exclusive statement by the parties to the Agreement, which will supersede all written or oral proposals, understandings and all other communications previously or simultaneously reached by the parties with respect to the subject matter. This Agreement and any amendments, ancillary files, alterations or supplements thereof are signed by the Company and accepted and signed by the Chief Financial Officer, the Legal Director or the CEO of ____________.

Upon signing, the signatory guarantees that it is duly authorized to sign this Agreement.

Party A: __________________

signature:__________________

Party B: __________________

signature:__________________

Date: _____ year ____ month ___ day

Part 2: Confidentiality Agreement

Party A: _________

Legal address:_________

Legal representative: _________

Party B: _________

identification number:_________

In view of Party B’s business secrets during Party A’s employment, and obtaining opportunities to enhance knowledge, experience and skills, Party B and Party B shall enter into the principle of equality, voluntariness, fairness and good faith in order to clarify Party B’s confidentiality obligations. This confidentiality agreement:

1. Confidential content and scope

Party A and Party B confirm that Party B’s business secrets of confidentiality obligations include, but are not limited to, the following:

1. Technical information: The scope of technical information includes but is not limited to Party A's technical solutions, engineering design, circuit design, manufacturing methods, formulations, process flow, technical indicators, computer software, database, test results, drawings, samples, prototypes , models, molds, operating manuals, technical documentation, business correspondence related to trade secrets, etc.

2. Business information: The scope of business information includes, but is not limited to, Party A's customer list, marketing plan, procurement materials, pricing policy, undisclosed financial information, purchase channels, production and sales strategies, bidding and bidding content, and other examples. .

3. Party A shall bear the obligation of confidentiality in accordance with the provisions of the law or the agreement of the relevant agreement.

4. Confidential information obtained and exchanged by Party B during the period of employment due to working relationship and all other confidential information related to Party A's affairs.

Second, confidentiality obligations

Party B shall bear the following obligations to Party A’s trade secrets:

1. Do not spy on Party A's trade secrets that are not related to their own work or their own business;

2. Party A's trade secrets shall not be disclosed to any third party;

3. No third party may be allowed to obtain, use or plan to use Party A's trade secret information, that is, in addition to receiving instructions from Party A and within the scope of business needs, to the internal employees of the unit or the business unit outside the unit that should know the above contents. Except for confidential content exchange, no direct or indirect disclosure of trade secret information to personnel inside or outside the unit;

4. Due diligence for Party A's interests, during the period of Party A's employment, it is not allowed to organize, plan to organize and participate in any enterprise or activity that competes with the company; after the termination of the labor contract, it shall not directly or indirectly persuade or help others to persuade the company. Employees who have trade secrets in the party leave the Party A unit; within _________ years after the termination of the labor contract, they may not form, participate or be employed in a company or unit that has a competitive relationship with Party A.

5. Do not allow or assist any third party to use Party A's trade secret information;

6. Do not use or plan for your own benefit;

7. Do not copy or disclose files, letters, originals, copies, disks, CDs, etc. containing the contents of the business secrets of Party A;

8. The files of the relevant units that are kept in custody and contact with the work shall be properly kept. They shall not be used beyond the scope of work without permission. If any commercial secrets are discovered or leaked due to their own faults, effective measures shall be taken to prevent the leakage from further expanding and promptly Party A's report;

9. Party B agrees: due to the relevant technical secrets or business secrets created and conceived by the position, Party A will report to Party A in a timely manner and make a report in writing, and the result of the job belongs to Party A;

10. Where individual parts or individual elements of trade secrets are known, but other parts or wholes of trade secrets have not yet become known knowledge, so that trade secrets have no loss of value, Party B shall bear the confidentiality obligation of the part that remains secret information. You may not use this part of the information or induce third parties to collect Party A’s trade secrets by collecting public information.

Third, the period of confidentiality

Party A and Party B confirm that Party B’s confidentiality obligations shall begin on the date of Party A’s stamp and Party B’s signature, until the above-mentioned trade secrets are disclosed or known to the public. Party B’s duty of confidentiality is not waived by the termination of the labor contract.

Fourth, liability for breach of contract

Party A and Party B agree that if Party B violates the above obligations and damages Party A's interests, it shall be liable for breach of contract in accordance with the following methods:

1. If Party B fails to perform the confidentiality obligations stipulated in this Agreement, Party A shall pay Party A a penalty of RMB _________ yuan;

2. If Party A loses due to the breach of contract of Party B's preceding paragraph, Party B shall be liable for compensation. The specific damage compensation standard is:

The amount of damages is the actual economic loss suffered by Party A due to Party B’s breach of contract, including the expenses invested by Party A for the development and cultivation of relevant trade secrets. The amount of Party A’s product sales decreased due to Party B’s breach of contract, and The amount of profit reduced by trade secrets, etc.

If it is difficult to calculate according to the calculation method, the amount of compensation for damages is the total profit of Party B due to breach of contract.

Party A shall bear the reasonable expenses paid by Party A for investigating Party B’s breach of contract;

If Party B's breach of contract violates Party A's right to trade secrets, Party A may choose to require Party B to bear the liability for breach of contract in accordance with the provisions of this Agreement, or Party B may be required to bear tort liability in accordance with national laws and regulations.

3. If Party B seriously infringes Party A's trade secrets and causes serious losses to Party A, Party A may choose to transfer it to the judicial authorities in accordance with the relevant provisions of Chinese laws.

V. Solution to the dispute

Due to the dispute arising from the implementation of this Agreement, the parties may negotiate or jointly entrust a third party mediation approved by both parties. If one party is unwilling to negotiate, mediate or negotiate, and the mediation fails, either party has the right to file a lawsuit. The court that brought the lawsuit is: _________ court.

6. Any modification to this Agreement must be agreed in writing by both parties, and partial or partial invalidation of the Agreement does not affect the validity of the other parts.

7. This Agreement shall be made in two copies, Party B shall hold one copy each, and the Agreement shall take effect from the date of signing by both parties.

8. The place of signing this Agreement is: _________.

9. The parties confirm that this confidentiality agreement has been read in detail before signing this Agreement and that there is no objection to the understanding of the terms of this Agreement.

person A person B:_________

Legal representative: _________

_________Year ____________________________________________

PART 3: Confidentiality Agreement

Party A:

residence:

Legal representative:

Party B:

residence:

identification number:

As Party B is now providing services and performing duties for Party A, Party A’s trade secrets have been known. In order to clarify Party B’s confidentiality obligations, effectively protect Party A’s trade secrets and prevent the trade secrets from being publicly disclosed or leaked in any form, according to the Contract Law of the People’s Republic of China, the Labor Law of the People’s Republic of China, and the People’s Republic of China The Unfair Competition Law and the relevant ministries and commissions of the State Council and the regulations of Jiangsu Province, Party A and Party B signed this confidentiality agreement on the principle of equality, voluntariness, fairness and good faith.

Article 1: Trade secrets

1. The trade secrets mentioned in this Agreement include: technical information, proprietary technology, business information and files classified as top secret and confidential at the Party's Archives Management Measures. Party B shall bear the confidentiality obligation for this trade secret.

The signing of this Agreement may be deemed to have taken reasonable confidentiality measures against Company's trade secrets.

2, technical information nail technology owned or obtained by the manufacturer of the production and product sales, manufacturing methods, process, computer software, database, experimental results, technical data, drawings, samples, prototypes, models, molds, manuals, operations Manuals, technical documents, business correspondence related to trade secrets, and other relevant information.

3. The technical knowledge, information, technical materials, production processes, production methods, experiences, methods or combinations of the production and product sales owned by the proprietary technology nails, and have not disclosed their complete forms and Other technologies that industrial property rights protect.

4. Business information refers to sales and business information such as marketing strategies, supply information, pricing policies, undisclosed financial information, contracts, transaction counterparts, and customer lists.

5. Party A's matters of confidentiality obligations in accordance with the law and in the agreement of the relevant agreement are also the trade secrets referred to in this confidentiality agreement.

Article 2: Confidentiality Obligors

Party B is the confidentiality obligor referred to in this Agreement. A confidentiality obligor is a person who knows Party A’s trade secrets and provides compensation or wages to Party A.

The confidentiality fee is included in the remuneration or salary paid by A to the confidentiality obligor, and the payment is not repeated here.

The confidentiality obligor agrees to make the best efforts for the interests of Party A. It does not organize, participate in or plan to organize, participate in any competitive enterprise, or engage in any improper use of the company's trade secrets during the performance of its duties.

Article 3: Confidentiality Obligation of the Obligor

1. The confidentiality obligor shall strictly keep the company's trade secrets known to him as a result of his identity, position, occupation or technical relationship, and guarantee that he will not be disclosed or used, including accidents or negligence. Even if this information may even be conceived or obtained entirely by the confidentiality obligor himself for work.

2. During the existence of the service relationship, the confidentiality obligor may not disclose or use the trade secrets or make reproductions without authorization for the purpose of competition, or for personal gain, or for the benefit of a third party, or for intentionally harming the company. Trade secret equipment, take away items related to trade secrets; do not spy on trade secrets that are not related to their own work or their own business; may not directly or indirectly disclose to unrelated persons inside or outside the company; The third party shall disclose Party A’s trade secrets; shall not allow or assist any third party who does not undertake the obligation of confidentiality to use Party A’s trade secrets; may not copy or disclose copies of files or files containing the company’s trade secrets; The files of the company or company customers that are in contact should be properly treated and must not be used beyond the scope of work without permission.

3. If it is found that the trade secret has been leaked or its own fault has revealed the trade secret, effective measures should be taken to prevent the leak from further expanding and report to Party A in a timely manner.

4. After the service relationship is over, the company's confidentiality obligor should return the technical information, test equipment, test materials, customer list, etc. related to the work to the company.

5. In view of the great value of the trade secrets obtained or produced during the period of employment of the confidentiality obligor, the confidentiality obligor acknowledges the company’s business secrets due to investment and payment of labor compensation during and after the termination of the labor contract relationship. Ownership, therefore the confidentiality obligor agrees that Party A shall perform in the following manner:

The confidentiality obligor leaves the company for various reasons. It shall not be self-employed or provide services to the company's competitors within one year from the date of leaving the company, and shall not engage in related work related to its production, research, development, operation and sales. The trade secrets obtained are strictly conservative and may not be disclosed for any reason or excuse. Party A shall pay compensation to Party B in accordance with the provisions of the Jiangsu Labor Contract Regulations.

Or, Party B shall file an application for termination of the labor contract with Party A six months in advance. During this period, Party A has the right to mobilize Party B's labor position.

If Party B violates the provisions of this paragraph, it shall be liable for breach of contract as stipulated in Article 5 of this Agreement.

Article 4: Termination of confidentiality obligations

1. The company authorizes the consent to disclose or use trade secrets.

2. Relevant information and technology have entered the public domain.

3. Whether Party B is in service or whether the labor contract has been fulfilled does not affect the commitment of its confidentiality obligations.

Article 5: Liability for breach of contract

1. The confidentiality obligor shall be liable for breach of contract in violation of the confidentiality obligation in the agreement and pay a penalty of at least the equivalent of his work remuneration or one year's salary.

2. If Party B leaks the trade secret to a third party or uses the trade secret to cause the company to suffer losses, Party B shall compensate the company, and the amount of compensation shall not be less than the loss caused to Party A due to its breach of obligations.

3. The damages mentioned in the preceding paragraph are calculated as follows:

1 The damages are the actual economic losses suffered by Party A due to Party B’s breach of contract or infringement. The calculation method is: due to Party B’s breach of contract and infringement, Party A’s product sales decreased, and the total number of sales decreased by each item. The product of the profit of the product;

2 If Party A’s loss is difficult to calculate according to the calculation method described in Method 1, the amount of damages is the total profit of Party B due to breach of contract or infringement. The calculation method is the product obtained by Party B from each product directly related to default or infringement multiplied by the total amount sold in the market; or a reasonable amount not less than the license fee of Party A’s trade secrets as the amount of compensation for damages. .

3 Reasonable expenses paid by Party A for investigating Party B’s breach of contract or infringement, such as attorney fees, notary fees, and evidence collection fees, shall be included in the amount of damages.

4 If Party B’s breach of contract or infringement violates Party A’s right to trade secrets, Party A may choose to require Party B to assume liability for breach of contract in accordance with this Agreement, or Party B shall be required to bear tort liability in accordance with relevant state laws and regulations.

4. If Party B maliciously discloses business secrets and causes serious consequences to the company, the company will pursue its tort liability through legal means until it is held criminally liable.

Article 6: Solutions to disputes

In the event of a dispute arising from the execution of this Agreement, the parties may negotiate or jointly entrust a third party mediation trusted by both parties. If the negotiation or mediation fails, or if one party is unwilling to negotiate or mediate, the dispute will be submitted to the Arbitration Commission and the arbitration shall be conducted in accordance with the rules of the Commission. The outcome of the arbitration is final and binding on both parties.

Article 7: Confirmation by both parties

Prior to the signing of this Agreement, the parties have reviewed the contents of the agreement in detail and fully understood the legal implications of the various provisions of the agreement.

Article 8: Effect and change of the agreement

1. This Agreement shall become effective after it has been signed or sealed by both parties.

2. Any modification to this Agreement must be agreed in writing by both parties.

Article 9 This Agreement shall be made in two copies, one for each Party A and Party B.

Party A:

Party B:

year month day