CONFIDENTIALITY AGREEMENT
Party A: [•]
And
Party B: [•]
[•] 2012
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into on this [•] day of [•]2012in [Beijing], People's Republic of China ("PRC")
by and between
(1) [•], a company duly established and existing under the laws of the [•], with its
registered address at [•].
and
(2) [•], a company duly established and existing under the laws of the [•], with its
registered address at [•].
(individually a "Party" and collectively the "Parties").
WHEREAS
A. [•]
C. The Parties wish to explore a possible future business opportunity regarding [•]
and pursuit of mutually beneficial business interest, during the course of which either Party ("Disclosing Party") has disclosed and/or may disclose Trade Secret (as defined below) to the other Party ("Receiving Party"); and
D. The Parties hereby agree to enter into this Agreement for the purpose of
protecting their respective Trade Secrets against any unauthorized use or disclosure.
NOW, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definition of Trade Secret
1.1 "Trade Secret" refers to any written documents disclosed to the
Receiving Party and expressly indicated as Trade Secret by the
Disclosing Party, as well as any oral information deemed to be Trade
Secret by the Disclosing Party, as indicated in writing. This includes any
proprietary technical information and business information belonging to
the Disclosing Party which is unknown to the public, of economic benefit
to the Disclosing Party, has a practical application and for which
purpose reasonable protective measures have been adopted by the
Disclosing Party. Trade Secret includes any information relating to the
Disclosing Party or its business that is transmitted from the Disclosing
Party to the Receiving Party (regardless of the type of media on which
such information is stored or recorded, including information that is
provided in written, oral, video or electronic form such as e-mails),
including without limitation:
1.1.1 the Disclosing Party's files and documents, including any type
of contract, agreement or letter of intent, personnel files,
administrative documents and information regarding business
associates and suppliers;
1.1.2 any information regarding the Disclosing Party's business
development, including without limitation information relating to
business and marketing development plans or strategies and
design drawings;
1.1.3 any information relating to the Disclosing Party's business
activities, including costs, names of distributors, market
penetration plans, pricing strategies, distribution channels,
sales models, price quotations, client lists and similar types of
information;
1.1.4 any information regarding the financial status of the Disclosing
Party, its assets, shareholders and investments;
1.1.5 any information concerning the Disclosing Party's management
methods and the status of its commercial operations; and
1.1.6 any information relating to "know-how" which, in this
Agreement, refers to any industrial information or techniques
that are used for the manufacture or processing of goods or
materials.
1.1.7 any information concerning techniques and products used
and/or owned by the Disclosing Party, including without
limitation, technical data, trade secrets, proprietary
technologies, research, product plans, ideas or concepts,
products, services, software, inventions, patent applications,
skills, crafts, developments, calculations, formulas, techniques,
designs, sketches, drawings, operation and hardware
configurations.
1.2 Any information that is disclosed orally will only be deemed to be a
Trade Secret if the information is confirmed immediately in writing by
the Disclosing Party to be Trade Secret after such oral disclosure.
1.3 For purposes of this Agreement, the Receiving Party acknowledges and
agrees that a Trade Secret shall be deemed to include any confidential
and business information relating to the production, sales and operation
of the Disclosing Party that is transmitted to the Receiving Party by the
Disclosing Party.
2. Confidentiality Obligations