Party A's name (name):
Domicile:
The name of the legal representative:
Post:
Nationality:
Party B name (name):
Domicile:
The name of the legal representative:
Post:
Nationality:
In order to protect the party on matters relating to the transfer of shares involved in the proper information will not be leaked, through friendly negotiation, both parties reach the following agreement:
The 1 Definition
Definition 1.1 proprietary information
The 1.1.1 of this Agreement "proprietary information" refers to Party A all business information, including basic information, technical secrets, commercial secrets of enterprises or other information related with Party A, both written, verbal, graphical, electromagnetic or any other form of information, including (but not limited to) data, model, sample, draft, technology, method, equipment and other information.
1.2 "receiver" mentioned in this Agreement: "receiver" refers to the party receiving the proprietary information.
1.3 "Disclosing Party:" referred in this Agreement "Disclosing Party" means a party to disclose Proprietary information.
2 rights guarantee
"Disclosing Party" to ensure the "receiving party" disclose Proprietary information does not infringe any third party's intellectual property rights and other rights.
3 the obligation of confidentiality
3.1 "Recipient" agreed to strictly control the "Disclosing Party" to disclose Proprietary information, the degree of protection can not be lower than the "receiver" to protect their own proprietary information. But in any case, the "receiver" on the proprietary information protection can not be less than the degree of protection to protect their own proprietary information, a good management of the enterprise.
3.2 "Recipient" guarantee to take all the necessary method to "Disclosing Party" the confidentiality of proprietary information, including (but not limited to) implement and maintain satisfactory operation procedures to prevent unauthorized disclosure, use or copying of proprietary information.
Do not disclose to any third party of this Agreement and Party B for the production of the report of the existence of any 3.3 "receiver" guarantee.
The 4 exceptions
4.1 "receiver" confidential and not use obligations shall not apply to the proprietary information:
4.1.1 has written that, "Disclosing Party" publicly disclosed without additional confidentiality obligation under the condition of information;
4.1.2 has written materials that, before any revealed, "receiver" have in any restrictions under circumstances of proprietary information;
4.1.3 has written proof of the materials, the proprietary information has been "receiver" outside the other public;
4.1.4 has written that, "the proprietary information to the receiving party" through legal means from the third party without any limits to the case.
4.2 if the "receiver" lawyers through written comments that: "Recipient" of proprietary information disclosed because of laws, regulations, decisions, orders (including according to subpoena, court or government handlers) requirements and the occurrence of "receiver", shall be notified as soon as "Disclosing Party", at the same time, "receiving party" shall be make the greatest efforts to help "Disclosing Party" to effectively prevent or limit the proprietary information disclosed.
5 denied permission
"Disclosing Party" unless explicitly authorized, "receiver" cannot be considered "Disclosing Party" grant comprising the proprietary information of any patent, patent, trademark, copyright, trade secret or other intellectual property rights.
6 remedies
6.1 the parties acknowledge and agree as follows:
6.1.1 "Disclosing Party" disclose Proprietary information is the commercial secret of value;
6.1.2 comply with the terms and conditions of this Agreement for the protection of proprietary information secret is necessary;
6.1.3 all the defaults on its proprietary information is not authorized to disclose or use will cause irreparable and sustained damage to the "Disclosing Party".
6.2 if the "receiver" breach of contract, the parties agree as follows:
6.2.1 "Recipient" should be in accordance with the "Disclosing Party" instructions to take effective measures to keep secret the proprietary information, expenses by the "Recipient" bear;
6.2.2 "Recipient" to "disclosing party to pay liquidated damages 100000 yuan, also shall compensate Party A for all the economic losses, including (but not limited to): court litigation costs, reasonable attorney's fees and costs, all loss or damage etc..
The 7 term of confidentiality
7.1 with effect from the date of this agreement, both sides cooperation must comply with the terms of this agreement.
7.2 unless the "disclosing party by written notice clearly covered by this agreement a proprietary information can not secure, the receiver must be in accordance with the confidentiality obligation of this Agreement on confidentiality agreement before the end of the receipt of the proprietary information, confidential shall not be subject to the effective period of the agreement limits.
8 applicable law
This Agreement shall be governed by the laws of people's Republic of China, and in all respects to explain it.
To solve the 9 disputes
All disputes arising from the agreement negotiated by the parties. Consultation fails, either party has the right to Beijing Arbitration Commission for arbitration.
Effective 10 and other matters:
10.1 four copies of this agreement, both parties hold two copies.
10.2 this agreement takes effect on the date signed, any in the signing of the agreement after consultations between the two sides but not recorded in matters of this agreement, no binding on both parties.
10.3 this Agreement and the annex on both sides have the same legal force, but if the annex and this agreement is in conflict with this Agreement shall prevail.
10.4 matters not settled by friendly negotiation between the two parties.
Party A: Party B (Gai Zhang) (Gai Zhang):
Signature: signature:
Date: Year Month Date: Year Month Day