什么是nda协议

Non-disclosure agreement (NDA)保密协定，合作双方签定保密协定，以保护双方的利益，防止某一方在合作期间或者协定规定的保密期限间将合作相关保密信息泄漏给第三方。在对外经贸活动中，签保密协定时需注意此协定受束于哪国法律。

保密协定分单向保密协定(One-way NDA)和双向保密协定(Two-way NDA)。单向保密协定只保护采购方的利益，反之，双向保密协定保护合作双方利益。

如果信息的保密程度很高，那透露方可能要求在基本保密协定的基础上签订更严格的协定。例如供应商在考虑产权变更，采购方有意兼并该供应商，那供应商就可能要求采购方签定更严格的保密协定，因为在并购谈判过程中，供应商的关键机密信息都得透露，例如利润率、主要客户、新产品开发等，这些信息完全可能被接受者用于别的用途。

nda协议模板一（中英文）

CONFINDENTIALITY AGREEMENT

FOR XXX CO., LTD.

上海恒润数码影像科技有限公司保密协议

This CONFIDENTIALITY AGREEMENT is made and effective on the [ ] day of

[ ], 2006 by and between XXX CO., LTD. (hereinafter referred to as OWNER) and someone who was transmiTTed the proprietary information by OWNER (hereinafter called RECIPIENT).

本保密协议由XXX有限公司(以下简称“所有方”)与保密信息的接受方(以下简称“接受方”)，于2006年[ ]月[ ]日共同签署。

OWNER:

Legal Representative:

Address:

所有方：

法定代表人：

地址：

RECIPIENT:

Legal Representative:

Address:

接受方：

法定代表人：

地址：

Both OWNER and RECIPIENT agree as follows:

所有方与接受方达成如下协议：

1. Confidential Information

保密信息

1.1 OWNER’s Confidential Information is any information which OWNER identifies as

confidential and delivers to RECIPIENT orally, in writing or by any other mEDIa, or allows RECIPIENT to observe at OWNER’s facilities which relates to OWNER’s business, Including but not limited to drawings, speCIFications, production schedules, marketing, application, test DATa, manufacturing lines, processes, machine tools, samples or the like with the following exCEPtions:

本协议所称保密信息指：所有方认为应当保密的通过口头、书面或者其他媒体途径披露给

接受方，或者由接受方利用所有方的设备亲自获取的，与所有方业务有关的所有信息，包括但不限于：图纸、规格、生产计划、市场、申请书、文本数据、生产流程、工艺、设备工具、样品及其他类似信息，但以下情况中获得的信息除外：

a) Information that is explicitly approved for release by OWNER

所有方明确公开的信息

b) Information that was already known by RECIPIENT, as shown by RECIPIENT’s written

records, prior to receiving the information from OWNER or is given to RECIPIENT by a third party through no wrongful act on the part of RECIPIENT or the third party.

在所有方向接受方披露之前，披露方的书面记录中已经显示的信息，或者由第三方通过合

法途径获得并以合法方式披露给接受方的信息;

c) Information that is known or available to the general public.

众所周知的信息。

1.2 OWNER shall explicitly notice RECIPIENT whether or not the information, which is

disclosed to the RECIPIENT, shall be considered as Confidential Information;

所有方向接受方披露信息时，应当明确告知所披露的信息是否为本协议所称的保密信息

1.3 RECIPIENT shall list all the Confidential Information received from OWNER in written

form, and the list shall be considered as an integral part of this agreement. The list may be prepared as follows:

接受方应当将从所有方处获得的保密信息以书面的方式编制清单，该清单将作为本保密协议的有机组成部分。清单可以按照如下格式准备：

RECIPIENT receives from OWNER the followings:

– Pictures of:

–

–

接受方从所有方处获得如下保密信息：

– 图片：

–

–

2. Period of the Confidentiality

保密期限

The period of the confidentiality is commencing from the date of this agreement comes into fORCe .to two years after business termination between OWNER and RECIPIENT. 保密期限为本协议生效之日起至所有方与接受方终止业务关系后二年。

3. OBLigations of the RECIPIENT

接受方的义务

During the period of the confidentiality, RECIPIENT agrees to maintain the Confidential Information received from OWNER in confidence and agrees not to use such information other than for the purposes of its business with OWNER;

保密期限内，接受方应当采取必要的手段对所有保密信息进行保密，并且承诺除为了与所有方进行业务往来的目的外，不擅自使用保密信息。

During the period of the confidentiality, RECIPIENT shall only disclose the Confidential information to its officers, directors, or employees with a specific need to know;

保密期限内，接受方只能视情况需要而将保密信息披露给他的相关管理人员、董事或者其他雇员。

During the period of the confidentiality, RECIPIENT shall not disclose, publish or otherwise reveal any of the Confidential Information to any other party whatsoever except with the specific prior written authorization of OWNER;

保密期限内，未经所有方书面同意或授权，接受方不得将保密信息披露、印刷或以其他方式向任何他方公开。

All materials provided by OWNER to RECIPIENT which contain Confidential Information, and

all copies of such material, shall remain the property of OWNER and shall be returned to OWNER upon request;

所有由所有方提供给接受方的包含有保密信息的文件资料及其复印件的所有权都属于所有方，并且接受方应当在所有方要求时立即归还以上文件资料。

During the period of the confidentiality, RECIPIENT’ s obligations herein shall not be

affected by bankruptCY, receivership, assignment or seizure procedures, whether initiated by or against RECIPIENT, nor by the non-conclusion or invalidation of any other agreement between OWNER and RECIPIENT.

保密期限内，接受方在本协议下的义务不受接受方的破产、清算、出让或者查封等程序或事项的影响，无论上述事项或程序是由接受方启动的还是针对接受方的;接受方在本协议下的义务也不受所有方与接受方之间其他任何协议的无效或不成立情况的影响

4. No License

披露行为不得视为许可

The disclosure of Confidential Information shall not be construed as granting or conferring RECIPIENT any rights by a license of any type of any technology, patents,

patent applications, trade secrets, copyrights, know-how, or tradeMarks owned or controlled by OWNER;

对保密信息的披露不得视为所有方针对其所拥有的技术秘密、专利、专利申请权、商业秘

密、版权、专有技术或者商标授予接受方以任何性质的许可使用权。

5. Indemnity

赔偿

RECIPIENT shall indemnify all the loss arising out of its act of breach of any term herein

or non-performance of the obligations herein, including but not limited to any real loss, anticipatory commerCIAl interests or any other loss as a result of illegal usage of RECIPIENT or usage of others illegally authorized by RECIPIENT. In case of the above mentioned circumstances, OWNER has the right to refuse to provide furthermore any Confidential Information, and the related liabilities and loss shall be undertaken by RECIPIENT.

若接受方违反本协议的任何约定或者不履行本协议下的任何义务，由此导致的所有方损失

全部由接受方负责赔偿，包括但不限于实际损失、期得的商业利益以及由于接受方擅自使用或者擅自许可他人非法使用保密信息而导致的所有方的损失。在上述情况发生后，所有方有权终止继续提供任何保密信息，由此产生的责任和损失由接受方承担。

6. Miscellanceous

其他事项

6.1 RECIPIENT agrees to inform its personnel who receive the Confidential Information of

the terms of this agreement. The obligations set forth above shall be binding on all successors and assigns of RECIPIENT. The terms and conditions herein may not be changed except by way of a written instrument signed by both parties;

接受方应当告知其工作人员本保密协议的存在以及条款。保密协议中的义务对接受方的继

受人或者受让人同样具有约束力。本保密协议项下任何内容的修改都应当以书面方式作出，并经双方签字盖章方可生效。

6.2 This agreement shall be governed and construed in accordance with the laws and

regulations of People’s Republic of China;

本协议适用中华人民共和国法律

6.3 This agreement is prepared both in Chinese and English version, and in the event any conflicts arises out of the two versions, the Chinese(English) version shall prevail.

本协议以中英文双语方式起草，如有冲突，以中文(英文)为准。

–

IN WITNESS WHEREOF, the parties have executed this agreement as of the date first above written.

本协议由双方于前文所述日期签字，特此证明。

OWNER: XXX CO., LTD.

RECIPIENT:XXXXXXXXX

nda协议模板二（英文）

MUTUAL NON-DISCLOSURE AGREEMENT（将文中ABC替换为本公司名称）

ABC Corp. (herinafter “ABC ”) and the Participant identified below (herinafter “Participant”) are entering into an agreement and making effective as of the date set below (herinafter “Agreement”). Participant’s entire company including parent and subsidiary companies (unless the Participant indicates in writing that this Agreement will apply only to a specific division or location) will be deemed to be a party to this Agreement, as will ABC’s subsidiary Companies. Either party may receive or disclose Confidential Information under this Agreement. The party that discloses the Confidential Information shall be considered the “Discloser.” The party that receives the Confidential Information shall be considered the “Recipient.”

1. Confidential Information: “Confidential Information” as used in this Agreement mEANs any information, including price information, technical data or know-how considered proprietary or confidential by Discloser.

2. Confidentiality Period: This Agreement and Recipient’s duty to hold Confidential Information in confidence expire three (3) years after the last disclosure of such Confidential Information, and such duty shall survive any termination of this Agreement.

3. Disclosure Period: This Agreement pertains to Confidential Information that is disclosed for two (2) years after the Effective Date.

4. Consultants: Solely for purposes of this Agreement, consultants shall be treated in the same manner as employees of their respective company.

5. Title: All materials furnished by Discloser shall remain the property of Discloser and shall be DEStroyed by the Recipient or returned to it promptly at its written request, together with any copies thereof. The disclosure by one party to the other of Confidential Information does not confer on the Recipient any license, interest or right of any kind in or to the Confidential Information.

6. Non-use and Non-disclosure: Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning an actual or potential business relationship between the parties. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees, except to those employees of the receiving party who are required to have the information for the above purpose. Neither party shall reverse engineer, disasseMBLe or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.

7. Maintenance of Confidentiality: Each party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care, and shall ensure that its employees who have access to Confidential Information of the other party have signed an non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.

8. Exclusions: The Agreement imposes no obligation upon Recipient with respect to information that: (a) was in Recipient’s possession free of obligation of confidence before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality to Discloser; (d) is disclosed by Discloser to a third party; (e) is independently developed by Recipient without reference to any information of Discloser; (f) is disclosed under operation of law; or (g) is disclosed by Recipient with Discloser’s prior written approval.

General:

9. Both parties shall adhere to all applicable laws, regulations and rules relating to the export of technical data, and shall not export or re-export any technical data without the written permission of Discloser.

10. This Agreement does not create any agency or partnership relationship.

11. All additions or modifications to this Agreement, must be made in writing and must be signed by an authorized officer of each party.

12. All confidential information is provide “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy, completeness or performance

13. Neither party will assign or transfer any rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

14. This Agreement shall be construed in accordance with the internal laws of the State of California, without giving effect to principles of conflict of laws. Any suit hereunder will be brought solely in the federal or state courts in the State of California.

15. This Agreement constitutes the entire agreement with respect to Confidential Information disclosed hereunder and supersedes all prior or contemporaneous oral or written agreements concerning such confidential Information. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision of this Agreement.

EFFECTIVE DATE:__ ,

ABC Contact: Participant Contact: _________________

Title: Title: _______________________________

Address: Participant name and address:

X___________________________ X______________________________________

Signature Signature

Date: