英文版 保密协议 Confidentiality Agreement.docVIP

Confidentiality Agreement This Agreement is executed on BETWEEN (Disclosing Party) 2. (Receiving Party A ) 3. (Receiving Party B) Background The Parties to this Agreement have agreed to disclose and share certain information for the Purpose, and the Receiving Party has agreed to keep that information confidential, on the terms and conditions set out in this Agreement. 1. Operative provisions 1.1 Definitions In this document: Agreement means this agreement together with any schedules or annexures any amendments made in accordance with this agreement; Confidential Information means all unpatented inventions, ideas, know-how, concepts, trade secrets, processes, techniques, software, products and all other intellectual property, financial and business information and all other commercially valuable information of the Disclosing Party which the Disclosing Party regards as confidential to it and all copies, notes and records and all related information generated by the Receiving Party based on or arising out of any such disclosure. Confidential Information excludes, or as the case requires, ceases to include information which is, or becomes: (a) available to the public at the date of its disclosure to the Receiving Party; (b) at the date of its disclosure to the Receiving Party, already properly in the possessionof the Receiving Party in written form otherwise than by prior confidential disclosure from the Disclosing Party; (c) after the date of its disclosure to the Receiving Party, available to the public from sources other than the Receiving Party; (d) after the date of its disclosure to the Receiving Party, properly available to the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party; (e) demonstrated by the Receiving Party to be independently developed by an employee or agent of the Receiving Party having no knowledge of such information the subject of the disclosure; or (f) required to be dis