翻译文稿在原文下面.doc

翻译文稿在原文下面 NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the Agreement) is made and entered into as of the later of the two signature dates below by and between xxxxxxx., a Delware corporation, and _________________. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Definition of Confidential Information and Exclusions. (a) Confidential Information means nonpublic information that a party to this Agreement (“Disclosing Party”) designates as being confidential to the party that receives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. Confidential Information includes, without limitation, information in tangible or intangible form relating to and/or including all business, technical, and financial information (including, without limitation, specific customer requirements, customer and potential customer lists, marketing and promotional information, trade secret, copyright, and trademark information, and information concerning a party’s employees, agents, divisions, practices, policies, operations, and pricing information), as well as information received from others that Disclosing Party is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party. (b) Confidential Information shall not include any information, however designated, that: (