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Confidentiality Agreement

Beijing Century Eng-Smart Translation Co., Ltd
CONFIDENTIALITY AGREEMENT
Client (Party A):
Beijing Century Eng-Smart Translation Co. Ltd. (Party B):
In witness thereof, Party A and Party B reach common understanding as follows in terms of commercial and technical confidential information, non-competition and intellectual property right protection:

1. Commercial and Technical Confidential Information refers to any and all commercial and technical confidential information, including but not limited to client information, price and quotation policy, development and marketing strategy, development planning and commercial planning of Party A, joint operation planning with other companies, investment plans, financial status, salaries of employees and other expenses, project management system, quality assurance system, tools and their usage, database, technical and management documents of Party A and the public information processed by Party A.

2. Intellectual Property Right of Party A refers to the management and technical documents invested and organized by Party A, including but not limited to the software, hardware and documents used by Party A for management, operation, profit-making, market exploitation and technical reconstruction, such as management documents, drawings or plans, project management procedures, quality management systems, market exploitation systems, various useful document templates, agreements and regulations and rules.    

3. Non-competition means that Party B shall not contact the direct or indirect clients of Party A for any purpose. Party B shall not employ current or former employees of Party A. Without written permission from Party A, Party B shall not acquire any commercial information on Party A through employees of Party A in any form.

4. Without written authorization from Party A, Party B shall not disclose the Commercial and Technical Confidential Information and Intellectual Property Rights of Party A to a third party for any purpose, or use the information for any other purpose than stipulated by Party A. This clause is binding on Party B no matter whether Party B works for Party A or not, until the Commercial and Technical Confidential Information and Intellectual Property Rights are no longer the confidential information of Party A (the non-disclosure scope and term are subject to Party A).

5. Party B undertakes not to disclose the Commercial and Technical Confidential Information, keep the Intellectual Property Rights from being infringed and take any measures possible to protect the Commercial and Technical Confidential Information and Intellectual Property Right and not to disclose to any third party, in any form or use, the information for acquiring benefits for itself.

6. Party B is deemed in breach of the Agreement in the event of Party B having disclosed the Commercial and Technical Confidential Information and Intellectual Property Rights mentioned above purposely or accidentally for gaining benefits or not. Party A shall be entitled to holding Party B to account for direct and indirect defamation and economic losses caused by the disclosure of Party B.

7. In the event of the agreement with Party A being terminated, Party B shall hand back or destroy properly all materials in relation to the Commercial and Technical Confidential Information and Intellectual Property Rights of Party A received during the term of the agreement.  Party A undertakes not to keep the technical content of these Commercial and Technical Confidential Information and Intellectual Property Rights under any excuse or in any form, including but not limited to rendering the documents in full and introduction, source code of the software, applications, execution methods or management system document. Party B undertakes not to disclose the Commercial and Technical Confidential Information of Party A to a third party or use the information for gaining benefits after termination of the cooperation agreement. Otherwise, Party A reserves the right to initiate proceedings against Party B for direct and indirect losses incurred. The limitation does not include the skills Party B obtained during the cooperation with Party A.

8. In the event of Party B having disclosed the Commercial and Technical Confidential Information and the Intellectual Property Rights of Party A to a third party or used the information for gaining benefit during the cooperation agreement or after its termination,, Party B agrees to compensate the direct and indirect losses of Party A. In the event of Party B contacting the client of Party A directly or through a third party and causing Party A to lose the client or its reputation, Party B shall be liable for the relevant liabilities only when Party A presents any evidence showing Party B as having established contact with the client, including e-mail, fax and written documents of the client.

9. Party B undertakes not to undermine the interests of Party A and its employees, the group it belongs to and its partners, and the interests of its clients. Party B agrees to compensate the direct and indirect losses of Party A and its employees, the group it belongs to and its partners and clients in the event the losses are caused by improper behavior of Party B.

10. Both Parties understand and agree to the clauses mentioned above and the Agreement comes into effect as of signed by both Parties. In the event some clauses herein are in conflict with the others, Party A has the sole right to interpret and choose the ones that will prevail. In the event some clauses are in conflict with the laws and regulations of the P.R.C, the laws and regulations will prevail. However, the inexecutable part does not impact the binding force of the others and the rest shall be executed to the largest extent.

11. The Agreement shall be executed in accordance with the relevant laws and regulations of P.R.C.


Beijing Century Eng-Smart Translation Co., Ltd


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Legal Person:



The Client



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Legal Person: