Secretarial knowledge > agreement

[excellent] commercial confidentiality agreement


Article 1: Business Confidentiality Agreement

person A person B:

According to the "Contract Law of the People's Republic of China" and other relevant laws and regulations, on the basis of equality and voluntariness, both parties have reached the following agreement on matters related to confidentiality obligations through full and friendly consultations.

1. Confidential content and scope

Party A legally owns, designs, manufactures, produces and displays display products and

Relevant valuable confidential proprietary technology and business information and materials.

The scope of the confidential information that both parties confirm that Party A owns includes but is not limited to the following:

1. Customer information, sales targets, sales and market share information, prices, market research and/or research reports, business development plans or project plans;

2. Any information related to products, production and operations, including: files, manuals, files, data, drawings, designs, specifications, know-how and technical secrets, production and management methods, quality control methods; Certain proprietary technical and commercial information provided to Party A on condition of confidentiality.

If the above information is in writing, orally or in any other form, even if it is unmarked, confidential, restrictive, proprietary or other similar information, Party B shall keep it confidential. Second, confidentiality obligations

1. Party B must strictly keep confidential information disclosed by Party A with its confidential information, and only disclose confidential information to employees within its company who need to know the information for the purpose of completing Party A's work.

2. Party B must take all necessary and reasonable effective measures to prevent the disclosure of confidential information to any third party. At the same time, Party B shall not use the confidential information for commercial purposes for the benefit of Party or any third party without Party A's prior written consent. use. Third parties include, but are not limited to, any other business, individual, government agency, media, and other staff of Party B.

3. Any information derived from confidential information is also considered to be Party A's trade secret and is subject to all provisions of this Agreement relating to confidentiality obligations.

Third, the exception agreement for confidentiality obligations

The confidentiality obligations of the above-mentioned agreement do not involve the following information:

1. Information that has entered the public domain and is generally available to the public;

2. It is not because of the behavior of Party B or its personnel that the information is known to the public;

3. Party B can prove that the information is provided by legal and free rights and to third parties who have no direct or indirect confidentiality obligations, or information provided by Party A to third parties on the basis of non-confidentiality.

4. All the above commitments shall be valid for a period of five years from the date of signing this Agreement, even if the services between the parties

Upon expiration or early termination of the agreement or the actual amount of service, the terms of the rights and obligations under this Agreement relating to confidential information continue to be valid, and Party B must continue to perform the confidentiality obligation until the above commitment expires.

5. Party A adheres to the principle of business integrity, and Party B understands and supports this. Every operation of Party B and each of its employees

And business conduct must strictly abide by relevant laws and regulations, and Party B and its employees cannot engage in illegal activities for the benefit of their company.

6. In view of the cooperation between the two parties, Party B will inevitably come into contact with Party A's customer information or send it to Party A's customers.

Party B promises and guarantees that Party A will not directly contact Party A's customers for any business contact or transaction. If Party A's customer directly contacts Party B for business communication or transaction, Party B shall immediately notify Party A's company. Relevant personnel, Party A can communicate or trade with Party A's customers after Party A's written consent.

7. Liability for breach of contract

1. Party B shall ensure that Party B's personnel do not violate the above confidentiality obligations;

2. If Party B does not strictly implement the relevant provisions of this Agreement, Party A has the right to request Party B to immediately correct or remedy it. Party A also has the right to immediately stop commercial cooperation or contractual relationship with Party B.

3. If Party B violates the provisions of this Agreement and causes losses to Party A, Party B shall compensate Party A for all economic losses and all expenses incurred therefrom. Eight, other matters

1. This Agreement shall come into force on the date of signature and seal by the authorized representatives of both parties; 2. This Agreement shall be in duplicate and each party shall hold one copy with the same legal effect.

Signature of Party A of Party A of Party A: Signature of Party B's representative: Date: Date:

PART 2: Commercial Confidentiality Agreement

Party A:

Party B:

In view of the ongoing business projects between the two parties;

In view of the implementation of the project and the cooperation process between the two parties, the relevant parties are provided with relevant confidential information, and the confidential information is legally owned by the provider;

Whereas both parties wish to effectively protect the confidential information referred to in this Agreement.

Trade secret

Trade secrets mentioned in this contract, including but not limited to: technical solutions, engineering design, circuit design, manufacturing methods, formulations, process flow, technical indicators, computer software, database, research and development records, technical reports, test reports, experiments Data, test results, drawings, samples, prototypes, models, molds, operating manuals, technical documentation, related correspondence, and more.

Other trade secrets mentioned in this contract include, but are not limited to, customer lists, marketing plans, procurement materials, pricing policies, financial information, purchase channels, etc.

2. Secret source

Any commercial, marketing, technical, operational data or other information obtained by Party B from Party A or related to the project, regardless of the form or carrier, whether or not it is verbally or Like or in writing to indicate its confidentiality. and,

Any commercial, marketing, technical, operational data or other information obtained by Party A from or related to the project, regardless of the form or carrier, whether or not it is oral or Like or in writing to indicate its confidentiality

3. Confidentiality obligations

To the trade secret of the owner, the recipient hereby agrees:

1] Keep confidential and take all confidentiality measures and systems to protect the secret;

2] Do not disclose any trade secrets to any third party;

3) The secret shall not be used at any time except for the performance of the contract with the other party;

4] Do not copy or use the secret through reverse engineering. The Recipient shall sign a confidentiality agreement with employees, agents, etc. who have access to the Trade Secrets. The substance of this Agreement shall be similar to this Agreement.

4. Exceptional agreement

The trade secret owner agrees that the above terms do not apply to the following:

1] The trade secret has been or is becoming available to the general public;

2] can prove in writing that the recipient is familiar with the information before receiving the technical information from the owner;

3] information legally provided to him by a third party; or,

4] Technology that is independently developed by the recipient without using the technical data of the owner.

5. Return information

At any time, upon receipt of written request from the owner of the trade secret, the recipient shall promptly return all trade secrets and files, the media containing the trade secrets material and any or all copies or abstracts thereof. If the technical material is in a form that cannot be returned, or has been copied or transcribed into other materials or carriers, it should be deleted.

6. Confidentiality period

This Agreement is valid for five years.

7. Dispute resolution

This Agreement is governed by and construed in accordance with the laws of the People's Republic of China. Any dispute arising out of or relating to the performance or interpretation of this Agreement, if the parties are unable to resolve it by negotiation, shall be submitted to the Suzhou Arbitration Commission and finalized in accordance with its then effective arbitration rules and arbitration procedures. The arbitration is conducted in Chinese. The above arbitral award is final and binding on both parties. Unless otherwise determined by the arbitral award, the arbitration fee shall be borne by the losing party.

8. Other conventions

The failure of either party to exercise its rights under this Agreement at any time and for any period of time does not mean that he has waived that right.

If any part, clause or provision of this Agreement is unlawful or unenforceable, the validity and enforceability of the other parts of the Agreement remain unaffected.

Neither party may assign any or all of its rights under this Agreement without the consent of the other party. This Agreement may not be changed for any other reason without the prior written agreement of the parties. Except as expressly stated or guaranteed to be fraudulent in this Agreement, this Agreement contains a full understanding of the Contractual Matter by the parties and may supersede all prior expressions, written materials, negotiations or understandings.

Party A [signature]:

year month day

Party B [signature]:

year month day

Part 3: Commercial Confidentiality Agreement

Party A:

Party B:

In view of Party A’s employment in Party B and the corresponding remuneration paid by Party B, the parties shall, in respect of Party A’s matters relating to the protection of Party B’s trade secrets during the term of office and after resignation, shall comply with the following provisions:

Article 1 Both parties confirm that the intellectual property rights of Party A are enjoyed by Party B during the period of Party B's employment, or the use of Party B's material and technical conditions, business information, etc., resulting in inventions, technical secrets or other trade secrets. Party B may fully and freely use these inventions, technical secrets or other trade secrets in its business to carry out production, operation or transfer to third parties. Party A shall, at the request of Party B, provide all necessary information and take all necessary actions, including application, registration, registration, etc., to assist Party B in obtaining and exercising the relevant intellectual property rights.

The above-mentioned inventions, technical secrets and other trade secrets, the relevant intellectual rights such as invention rights and authorship rights shall be enjoyed by Party A as the inventor, creator or developer. Party B respects Party A’s moral rights and assists Party A in exercising these rights. .

Article 2 If Party A claims to have intellectual property rights by Party B during the period of Party B's employment, Party A shall promptly declare to Party B that it has intellectual property rights. If Party B verifies that it is indeed a non-job result, Party A shall enjoy the intellectual property rights, and Party B shall not use these results for production or operation without the express authorization of Party A, nor shall it transfer to third parties on its own.

If Party A does not declare it, it is presumed that it belongs to the job results, and Party B can use these results to produce, operate or transfer to a third party. Party A shall not require Party B to assume any financial responsibility, even if it proves to be a non-job result in the future.

After Party A declares that Party B has objections to the ownership of the results, it can be resolved through negotiation; if the negotiation fails, it will be settled through arbitration by the Suzhou Arbitration Commission.

Article 3 Party A shall abide by any written or unwritten confidentiality rules and regulations stipulated by Party B during the term of office of Party B, and perform the duties of confidentiality corresponding to their jobs.

If Party B's confidentiality rules and regulations are not stipulated or the requirements are unclear, Party A shall, in a cautious and honest manner, take any necessary and reasonable measures to maintain any Party B that knows or holds during its term of office or Technical secrets or other trade secret information belonging to a third party but promised to be confidential, to maintain its confidentiality.

Article 4 In addition to the need to perform his duties, Party A undertakes not to disclose, publish, publish, publish, transfer, transfer or otherwise cause any third party to know Party B or belong to others without Party B's consent. Technical secrets or other trade secret information that promises confidentiality obligations, and may not be used in addition to performing duties.

Article 5 The two parties agree that after Party A's resignation, Party A shall remain in the same period of confidentiality as other technical secrets and other trade secret information that Party B or third party party has promised to maintain confidentiality during its term of office. Obligation and inadvertent use of confidential information, regardless of the reason for Party A to leave.

The time limit for the confidentiality obligation of Party A after leaving office is within 5 years from the date of separation.

Party A recognizes that Party B has considered the confidentiality obligation that Party A needs to bear after leaving the company when paying Party A's salary. Therefore, it is not necessary to pay the confidentiality fee when Party A leaves the company.

Article 6 Party A undertakes that, in the performance of its duties for Party B, it shall not use any technical secrets or other trade secrets belonging to others, or arbitrarily implement acts that may infringe on the intellectual property rights of others.

If Party A violates the above commitments and causes Party B to be accused of third party infringement, Party A shall bear all the expenses paid by Party B for responding to the lawsuit; if Party B is liable for infringement compensation, it shall have the right to recover from Party A. The above-mentioned responding fees and infringement compensation can be deducted from Party A’s salary.

Article 7 When Party A performs its duties, in accordance with the explicit requirements of Party B or in order to complete the specific tasks assigned by Party B, it will inevitably lead to the infringement of the intellectual property rights of others. If Party B is subject to third-party allegations of infringement, the costs of responding to the lawsuit and the infringement compensation shall not be Party A undertakes or partially undertakes.

Article 8 Party A undertakes that during its term of office, Party B shall not hold any position, including but not limited to shareholders, in other enterprises, institutions or social organizations that produce or operate similar products or provide similar services without Party B's prior consent. , partners, directors, supervisors, managers, agents, consultants, etc.

Article 9 All files, materials, charts, notes, reports, letters, faxes, tapes, disks, instruments and any other forms of carrier that are held or kept by Party A for the purpose of their duties, which record the secret information of Party B, All are owned by Party B, regardless of whether the secret information has commercial value.

If the carrier that records the secret information is provided by Party A, it is deemed that Party A has agreed to transfer the ownership of these carriers to Party B. Party B shall, when Party A returns these carriers, give Party A economic compensation equivalent to the value of the carrier itself.

Article 10 Party A shall return all property belonging to Party B at the time of resignation or upon the request of Party B, including all carriers that record the secret information of Party B.

However, when the bearer that records the secret information is provided by Party A, and the secret information can be removed or copied from the carrier, Party B can copy the secret information to other carriers that Party B has ownership, and put the original carrier on the original carrier. Secret information is eliminated. In this case, Party A does not need to return the carrier, and Party B does not need to give Party A financial compensation.

Article 11 The technical secrets mentioned in this contract include but are not limited to: technical solutions, engineering design, circuit design, manufacturing methods, formulations, process flow, technical indicators, computer software, database, research and development records, technical reports, Test reports, experimental data, test results, drawings, samples, prototypes, models, molds, operating manuals, technical documentation, related correspondence, and more.

Other trade secrets mentioned in this contract include, but are not limited to, customer lists, marketing plans, procurement materials, pricing policies, financial information, purchase channels, and so on.

Article 12 The period of employment referred to in this contract shall be marked by Party A's receipt of wages from Party B, and the period of work represented by the wage shall be the period of employment.

The term "resignation" as used in this contract shall be subject to the time when either party expressly dismisss or resigns from the employment relationship.

Party A’s refusal to receive wages and stop performing his duties is considered a resignation.

Article 13 Any dispute arising from this contract shall be submitted to the Suzhou Arbitration Commission for arbitration if the negotiation fails.

Article 14 If Party A violates any of the provisions of this contract, Party A shall pay Party B a penalty of 30 times of its annual income at one time; Party B shall have the right to immediately terminate the employment relationship with Party A without prior notice, regardless of whether the liquidated damages are paid or not. .

If Party A’s breach of contract causes losses to Party B, Party A shall compensate Party B for the losses. Liquidated damages are not a substitute for damages, but can be deducted from the amount of the loss.

Article 15 This contract shall take effect from the date on which the signature or seal of both parties is completed.

Article 16 If this contract is in conflict with the previous oral or written agreement between the parties, this contract shall prevail. Modifications to this contract must be in written form agreed by both parties.

Party A:

identity number:

address:

phone:

year month day

Party B:

Legal representative:

address:

phone:

year month day

recommended article

popular articles