保密协议要点.docxVIP

1、保密义务条款 The?Receiving?party?agrees?that?the?Confidential?Information?shall?be?kept?strictly?confidential?to the?same?extent?as?if?it?were?confidential?information?pertaining?to?the?Receiving?Party?or?with?a reasonable?degree?of?care,?whichever?is?greater,?and?shall?not,?without?the?Disclosing?Party’s prior?written?consent,?be?sold,?traded,?published?or?otherwise?disclosed?to?anyone?in?any?manner whatsoever,?except?as?provided?in?Paragraphs?3?and?4?below,?nor?shall?any?such?Confidential Information?be?used,?in?any?manner?whatsoever,?in?whole?or?in?part,?directly?or?indirectly,?for?any purpose?other?than?the?Purpose. The?Receiving?Party?agrees?not?to?use?in?any?way?detrimental to?the?Disclosing?Party?the?Confidential?Information?and?not?to?use?the?Confidential?Information, or?take?any?action?based?upon?the?Confidential?Information,?to?interfere?in?any?way?with?any contractual?or?other?business?of?the?Disclosing?Party. 2、保密义务豁免事项 The?Receiving?Party?may?disclose?the?Confidential?Information?without?the?Disclosing?Party’s prior?written?consent?only?to?the?extent?such?information: (a) Is?already?known?to?the?Receiving?Party?on?a?non-confidential?basis?as?of?the date?of?disclosure?hereunder; (b) Is?already?in?possession?of?the?public?or?becomes?available?to?the?public?other than?through?the?act?or?omission?of?the?Receiving?Party,?its?Affiliated?Companies or?their?respective?Representatives; (c) Is?required?to?be?disclosed,?in?whole?or?in?part,?under?applicable?law?or?by?a governmental?order,?decree,?regulation?or?rule,?or?in?compliance?with?judicial procedures?or?relevant?stock?exchange?regulations;?or (d) Is?acquired?independently?on?a?non-confidential?basis?from?a?third?party?that?is not?under?any?obligation?of?confidentiality?and?which?represents?that?it?has?the right?to?disseminate?such?information?at?the?time?it?is?acquired?by?the?Receiving Party. Notwithstanding?the?foregoing,?in?the?circumstances?set?forth?in?subsection?3(c)?above,?the Receiving?Party?shall?(to?th