CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement is made on [date], by and between:
1.[ ], a company established and existing under the laws
of [ ], whose principal place of business is at [ ] (hereinafter referred to as “Company A”); and
2.[ ], a company established and existing under the
laws of [ ], whose principal place of business is at [ ] (hereinafter referred to as the “Company B”).
Company A and Company B hereinafter are collec tively referred to as the “Parties”, and individually referred to as a “Party”.
Recital
WHEREAS, the Recipient desires to acquire certain information relating to the Discloser and its Related Parties for the purpose of (hereinafter referred to as the “Project”); and
WHEREAS, for the above Project, the Discloser has agreed to, directly or indirectly through other parties, make available to the Recipient certain confidential information （as defined in Article 1）concerning the Discloser and its Related Parties.
NOW THEREFORE, the Parties agree to enter into this Confidentiality Agreement (hereinafter referred to as the “Agreement”) under the following terms and conditions:
Article 1
Definitions and Interpretations
1.1Confidential Information means:
(1)all non-public information and data (in whatever form and however
communicated or maintained, whether orally, in writing, electronically
or via any other medium) relating, directly or indirectly, to the a Party
(hereinafter referred to as the “Discloser”), its Representative or the
Project, that is delivered or disclosed by the Discloser or by any other
persons on behalf of the Discloser to the other Party (hereinafter referred
to as the “Recipient”) or its Representative.
(2)all information, data, analysis, compilations, notes, studies, memoranda
or other documents or materials derived from, containing or reflecting
the information listed in section (1).
1.2Confidential Information does not include any information that:
(1)is or becomes in the public domain prior to the disclosure thereof by the
Discloser to the Recipient or enters into the public domain otherwise than
through a violation of this Agreement or of other obligation of
confidentiality owed to the Discloser by the Recipient or its
Representatives after disclosure thereof by the Discloser to the Recipient;
or
(2)becomes available to the Recipient on a non-confidential basis from a
source other than the Discloser who is not under any obligation of
confidentiality or restriction of use to the Discloser in respect of such
information or data; or
(3)was lawfully in the possession of the Recipient before the information
was disclosed to it by the Discloser as evidenced by written records.
1.3Related Party means，with to a Party, any person, which, directly or indirectly,
is controlled by, under common control with, or in control of, such Party; the term control means having half or more shareholding interests, or the right to delegate, appoint or nominate most directors in the board, or the right to delegate, appoint or nominate the management.
1.4Representative means in relation a Party to this Agreement, any of its director,
officer, affiliate, partner, employee, representative, agent, attorney, consultant and accountant, together with the management and employees of the persons mentioned herein.
1.5The term person as used in this Agreement shall include any company,
organization or individual.
Article 2
Provision of Confidential Information
2.1Subject to the terms of this Agreement, the Discloser agrees to make available
Confidential Information to the Recipient and wishes to ensure that the Recipient maintains the confidentiality of the Discloser’s Confidential Information.
2.2This Agreement applies to all Confidential Information, whether or not the
Confidential Information was disclosed to or accessed by the Recipient on or before the date of this Agreement.
Article 3
Use, Disclosure and Return of Confidential Information
3.1The Recipient may use the Confidential Information solely for the Project and
only when such use is necessary for the Project.