2024年5月12日发(作者：电脑忘记密码怎么办win7)

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Mutual Confidentiality and Non-Disclosure Agreement (“Agreement”) is effective as of

the 30th day of April, 201* (“Effective Date”), and is by and between &&&, a corporation

and located at , and %%%%, a Chinese company and located in Shanghai, China. For

purposes of this Agreement, the party providing Confidential Information (as that term is

defined below), and such party’s direct or indirect subsidiary corporations and affiliates shall

be referred to as the “Transmitting Party” and the party receiving the Confidential

Information and such party’s direct or indirect subsidiary corporations and affiliates shall be

referred to as the “Receiving Party”.

WHEREAS, this Agreement is made in order for each party to obtain from one another

certain technical and business information for the purpose of exploring a potential business

relationship (“Project”) under terms that will protect the confidential and proprietary nature

of such information.

IN CONSIDERATION of the mutual promises and covenants contained herein, the

parties hereto agree as follows:

1. As used herein, “Confidential Information” shall mean any and all information

furnished or disclosed, in whatever form or medium, concerning a Transmitting Party,

including, without limitation, the existence of the proposed transaction, the existence of this

Agreement, such Transmitting Party’s intellectual property, clients, customer lists, business

contacts, business plans, policies, procedures, techniques, know-how, standards, products,

source or object code, product or service specifications, manuals, agreements, economic

and financial information, marketing plans, data, reports, analyses, compilations, statistics,

summaries, studies, and any other materials or information, or any materials based thereon,

whether written or oral, furnished directly or indirectly by a Transmitting Party or any of such

Transmitting Party’s directors, officers, employees, agents, attorneys, accountants, advisors

and other representatives (collectively, the “Representatives”). For purposes herein, any

technical or business information of a third person furnished or disclosed by one party to the

other shall be deemed “Confidential Information” of the Transmitting Party and subject to

the terms of this Agreement.

2. All Confidential Information shall be kept confidential and shall not, without the

Transmitting Party’s prior written consent, be disclosed by the Receiving Party or its

Representatives in any manner whatsoever, in whole or in part, except to the extent that the

Receiving Party or its Representatives becomes legally compelled to disclose any of the

Confidential Information (and the Receiving Party complies with the provisions of Section 6).

The Receiving Party agrees to reveal the Confidential Information only to Representatives

who need to know, who are informed by the Receiving Party of the confidential nature of the

Confidential Information and who agree to act in accordance with the terms and conditions

of this Agreement.

3. Nothing herein shall be construed as granting any right or license under any

copyrights, inventions, or patents, or any other property right, now or hereafter owned or

controlled by the Transmitting Party.

4. The term “Confidential Information” does not include information which (i) was or

becomes generally available to the public other than as a result of a disclosure by the

Receiving Party or the Receiving Party’s Representatives, or (ii) was or becomes available to

the Receiving Party on a non-confidential basis from a source other than the Transmitting

Party or its Representatives, provided that such source is not bound by a confidentiality

agreement or obligation with the Transmitting Party, or (iii) was within the Receiving Party’s

possession prior to its being furnished, provided that the source of such information was not

bound by a confidentiality agreement in respect thereof, or (iv) was independently developed

by Receiving Party without reference to the Confidential Information.

5. Within a reasonable time after the end of this Agreement, the Receiving Party

shall promptly redeliver all material containing or reflecting any information contained in the

Confidential Information and will not retain any copies, extracts, or other reproductions in

whole or in part of such written material. All documents, memoranda, notes, or other

writings whatsoever, prepared and based on the information contained in the Confidential

Information shall be returned or destroyed. The requirements of confidentiality set forth

herein shall survive the return or destruction of such Confidential Information.

6. The Receiving Party acknowledges the competitive value and confidential nature of the

Confidential Information and that disclosure thereof to any third party could be competitively

harmful to the Transmitting Party. In the event that the Receiving Party or any party to

whom it transmits the Confidential Information pursuant to this Agreement becomes legally

compelled to disclose any of the Confidential Information, the Receiving Party shall provide

the Transmitting Party with prompt notice, so that the Transmitting Party may seek a

protective order or other appropriate remedy. In the event that such protective order or

other remedy is not obtained, the Receiving Party shall furnish only that portion of the

Confidential Information which is legally required and the Receiving Party shall exercise its

reasonable best efforts to obtain reasonable assurance that confidential treatment will be

accorded the Confidential Information.

7. The Receiving Party acknowledges and agrees that, given the nature of the Confidential

Information and the competitive damage that would result to the Transmitting Party if

information contained therein is disclosed to any third party, money damages would not be

sufficient remedy for any breach of this Agreement by the Receiving Party, and that, in

addition to all other remedies, the Transmitting Party shall be entitled to specific

performance and injunctive or other equitable relief as a remedy for any such breach, and

the Receiving Party further agrees to waive any requirement for the securing or posting of

any bond in connection with such remedy.

8. Except for the obligations of confidentiality imposed herein, no obligation of any kind is

assumed or implied against either party by virtue of the disclosure of Confidential

Information contemplated by this Agreement, or by the meetings and conversations

between the parties with respect to the subject matter stated above or with respect to

whatever Confidential Information is exchanged. Each party acknowledges that this

Agreement and any meetings and communications of the parties shall not constitute an

offer, request, or contract with the other to engage in any research, development, or other

work; nor constitute an offer, request, or contract involving a buyer-seller relationship or

venture, teaming or partnership relationship between the parties. This Agreement shall not

be construed to impair or restrict either party’s right to develop, make, use, acquire, procure,

or market jointly or individually, products or services, now or in the future, which may be

competitive with those offered by the other, or which are the subject matter of this

Agreement, or enter into any partnership, teaming agreement or joint venture with another

party regarding the subject matter of this Agreement. The parties acknowledge that the

other may have had or may have in the future discussions with others concerning subject

matters similar to the potential business transaction discussed hereunder, and may receive

information from others similar to the Confidential Information. The parties expressly

agree that any money, expenses or losses expended or incurred by each party in preparation

for, or as a result of this Agreement or the meetings and communications between the

parties, are at each party’s sole cost and expense.

9. During the period that discussions regarding the Project are ongoing between the

parties, and for a period of two (2) years after the termination of such discussions, each

party hereby covenants and agrees that it shall not employ, hire, cause to be employed or

hired, entice away, solicit, or establish a business with any officer, employee, servant, or

agent of the other party, or any other person who was employed by the other party within the

twelve (12) months immediately prior to such employment or establishment, or in any

manner persuade or attempt to persuade any officer, employee, servant, or agent of the

other party to leave such party’s employ.

10. No failure or delay by the Transmitting Party in exercising any right, power or privilege

under this Agreement shall operate as a waiver thereof, nor shall any single or partial

exercise thereof preclude any other or further exercise of any right, power or privilege

hereunder.

11. The parties expressly recognize that Confidential Information is provided “AS IS.”

TRANSMITTING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR

OTHERWISE WITH RESPECT TO THE CONFIDENTIAL INFORMATION, AND EXPRESSLY

DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES INCLUDING FITNESS FOR A

PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.

12. This Agreement shall be governed by and construed in accordance with the laws of

England. All judicial proceedings to be brought with respect to the Agreement or any other

dispute between the parties hereto shall exclusively be brought the English courts (the

“Courts”) and by execution and delivery of this Agreement, the parties hereto each accepts

generally and unconditionally the non-exclusive jurisdiction of the Courts.

13. Any breach of any provision of this Agreement by a party hereto shall not affect the

other party’s non-disclosure and non-use obligations under this Agreement.

14. In the event that any provision of this Agreement shall be held by a court of competent

jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of

the remaining provisions of this Agreement shall not in any way be affected or impaired

thereby.

15. The parties hereto agree that this Agreement constitutes the complete and exclusive

statement of the terms and conditions between the parties covering the subject matter

hereof, supersedes all prior agreements and understandings concerning such subject matter,

whether oral or written and cannot be amended except in writing executed by an authorized

representative of each party.

16. This Agreement shall be construed without regard to any presumption or rule requiring

construction against the party causing such instrument or any portion thereof to be drafted,

or in favor of the party receiving a particular benefit under the agreement.

17. Neither party shall have the right to assign this Agreement, in whole or in part, without

the prior written consent of the other party, such consent not to be unreasonably withheld.

Upon such assignment, all obligations and duties of the assigning party under this

Agreement shall continue to bind such assigning party and be binding on all successors in

interest and permitted assigns of such party.

18. This Agreement may be executed in counterparts, each of which shall be an original,

but such counterparts shall together constitute one and the same document.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly

authorized representatives as of the Effective Date.

By By:

Name: Name:

Title: Title: