A confidentiality agreement is a means by which both parties have their confidentiality obligations through the contract. Violation of the confidentiality agreement requires liability for breach of contract. A confidentiality agreement should be clear in rights and responsibiliti

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2025-02-28

Confidentiality Agreement is a means by which both parties have confidentiality obligations through the contract. Violation of the confidentiality agreement requires liability for breach of contract. A confidentiality agreement should be clear in rights and responsibilities and clear in obligations before it can become an undisputed confidentiality measure.

One-way confidentiality agreement VS. Two-way confidentiality agreement VS. Multi-way Disclosure agreement

Disclosure agreements are divided into three types: One-way confidentiality agreement unilateral NDA (one-way NDA), two-way protocol bilateral NDA (a mutual NDA / a two-way NDA) and multi-way protocol multilateral NDA. Therefore, the obligations stipulated in the confidentiality agreement can be one-way, two-way or multi-way. When formulating a confidentiality agreement, you must clarify your role, whether you are the information disclosure party, the information recipient, or both. You are responsible for confidentiality, and hope that the other party can keep the secret.

Scope of confidential information disclosure

Generally, confidential information is signed with the other party’s company for use by internal personnel of the other party, but can all personnel of the other party’s company have the opportunity to access confidential information? Not. The dissemination of confidential information has a scope and must be reflected in the confidentiality agreement. The information recipient's affiliates, branches, financing companies, securities regulatory agencies and some employees of the above-mentioned companies may be included in the scope of disclosure.

In addition, once confidential information is disclosed, the confidentiality agreement will also pursue disclosure responsibility. The scope and size of the responsibility are the key contents of discussion during the drafting of the contract. Generally speaking, once an employee discloses information without permission, the confidentiality agreement will require the information recipient to be responsible for information leakage caused by its senior staff, employees and other employees.

Disclosure Agreement Term Disclosure Agreement Translation

Disclosure Period is another key point when entering into a contract. An indefinite confidentiality agreement is definitely a big constraint for the recipient of the information. Trade secret refers to technical information and business information that is not known to the public, can bring economic benefits to the right holder, is practical and has taken confidential measures by the right holder.

Disclosure Agreement VS.Search Agreement

The most intuitive difference between the two is that the confidentiality agreement is not allowed to be spoken, and the competitive agreement is not allowed to be done. Secondly, the competition agreement restricts employment for labor, while the confidentiality agreement does not. Generally speaking, as long as the trade secret exists, the obligation to keep confidentiality exists. The limited time for the competition agreement is short, with a maximum of no more than two years.

Disclaimer

In addition to the purpose of use stipulated in the confidentiality agreement, the information recipient usually encounters instructions from state agencies such as courts, procuratorates, governments, and stock exchanges to disclose confidential information. At this time, the instructions and the confidentiality agreement are contrary to the information reception, and there is a risk of compensation. The general information recipient will require the disclosure party to give exemption.

Transfer Terms

In the contract, the party disclosed in the information in the contract generally stipulates that the other party shall not transfer unless agreed in writing. The recipient of the information hopes that it can be transferred to the affiliated company without the other party’s consent.

Reasonable efforts VS. Maximum efforts

Reasonable efforts and Best Endeavors maintain confidentiality of confidential information, focusing on the efforts made to achieve results, and not focusing on whether a specific result can be achieved. The use of reasonable or maximum limitation is because the purpose to be achieved generally depends on the third party and cannot guarantee that it can be fully completed.

As for the degree of effort, it depends on the contract context and intentions of both parties, as well as the circumstances and the choices of the performing party. The best efforts are generally believed to be that the fulfilling party takes all the steps it should take, as in its own interests and the urgency to obtain results. Of course, this does not mean ignoring the interests of shareholders.

makes reasonable efforts to represent the fulfilling party to take trade-offs after considering the business interests and the possibility of success.

Below is an excerpt from the confidentiality agreement translated by the translation of the article:

3 Confidentiality Concept and Use Conditions

3 Undertaking of Confidentiality and Restriction on Use

3.1 In view of the disclosure provisions of clause 2, the recipient agrees to strictly guard and keep confidential the confidential information and evaluation materials. Without the prior written consent of the disclosure party, confidential information and evaluation materials shall not be disclosed, licensed, traded, published or disclosed in any way, except in the circumstances stipulated in clause 4.

3.1 In consideration of the disclosure referred to in Article 2 above, the Receiving Party agrees that the Confidential Information and the Evaluation Material shall be held and treated strictly in confidence and shall not be disclosed, licensed, traded, published or otherwise revealed in any manner whatsoever, without the prior written consent of the Disclosing Party except as provided in Article 4 below.

3.2 The Recipient (and any affiliated companies) shall not use or allow the use of confidential information and/or evaluation materials for purposes other than the licensing purpose.

3.2 The Receiving Party shall (and shall procure that any Affiliated Company shall) not use or permit the use of the Confidential Information and/or the Evaluation Material other than for the Permitted Purpose.

3.3 The Receiving Party shall (and the subject who receives Confidential Information and/or the Evaluation Material other than for the Permitted Purpose.

3.3 The Receiving Party shall (and shall procure that any Affiliated Company shall) not use or permit the use of the Confidential Information and/or the Evaluation Material other than for the Permitted Purpose.

3.3 The Receiving Party shall (and shall procure that any Affiliated Company shall) not

3.3 The Receive Party shall (and shall procure that any Person that receives Confidential Information and/or Evaluation Material pursue to and in accordance with Article 4.1 hereof shall) keep any Confidential Information it receives and any copies thereof and any Evaluation Material secure and confidential (in a manner no less secure and confidential than Receive Party and such Persons keep The Recipient agrees and promises not to disclose to anyone the existence of this Agreement, the fact that confidential information can be obtained, the ongoing discussion or negotiation between the Disclosure Party and the Recipient Party or its affiliates, except as provided in clause 4.

3.4 The Receive Party agreements and undertakes not to disclose to anyone, except as provided for by Article 4 below, the existence of this Agreement, the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between Disclosing Party and Receive Party or any Party’s Affiliated Companies.

3.5 Without the prior written consent of the disclosure party, the recipient shall not use confidential information in any way to harm the disclosure party's interests in the contract area.

3.5 The Receiving Party shall not, without the prior written consent of the Disclosing Party, use the Confidential Information to circuit the interest of the Disclosing Party in the Area in anyway.

3.6 The Confidentiality and non-use obligation of the Receiving Party in this Agreement begin with the receiving of confidential information. In addition, the obligation of non-disclosure is not affected by bankruptcy, bankruptcy administration, distribution, seizure, confiscation proceedings initiated by the recipient or against the recipient, nor by the recipient's bankruptcy trustee's refusal to accept the agreement between the GNPC and the discloser and/or the recipient, nor by the recipient's entry into bankruptcy protection proceedings or equivalent events.

3.6 The obligations of the Receiving Party for confidence and non-use as set forth in this Agreement shall commence from reception of the Confidential Information by the Receiving Party. Further, the obligation not to disclose shall not be affected by bankruptcy, reception, assignment, attachment or seizure procedures, whether initiated by or against the Receiving Party, nor by the rejection of any agreement between GNPC and Disclosing Party and/or Receive Party, by a trustee of Receive Party in bankruptcy, or by the Receive Party as a debtor-in-possession or the equivalent of any of the foregoing.

4 Permitted Disclosure and Obligation of Receive Party for Permitted Disclosures

In the following circumstances, the Receiver may disclose confidential information and/or evaluation materials without the prior written consent of the disclosure party:

The Receiving Party may disclose Confidential Information and/or Evaluation Material without the prior written consent of the Disclosing Party:

4.1 The applicable laws, orders, decrees, regulations or provisions of the securities committee or stock exchange where the shares of the recipient are located require the disclosure of confidential information and/or evaluation materials. The premise is that the recipient shall make the best possible written notice to the disclosure party as soon as possible before disclosure; or

4.1 To the extent the Confidential Information and/or Evaluation Material is required to be disclosed under applicable law, order, decrease, regulation or rule of any governmental entity having jurisdiction over the Receiving Party, or any regulatory entity, securities commission or stock exchange on which the securities of the Receiving Party or any of its Affiliated Companies are listed or are to be listed, provided that the Receiving Party shall make all reasonable efforts to give prompt written notice to the Disclosing Party prior to such disclosure (including full details of the circumstances of such disclosure); or

4.2 To the following persons on a need to know basis and only for the purpose described in Article 3.1.

4.2.1 Employees, senior employees, and directors of the Receiving Party;

4.2.1 employees, senior employees, and directors of the Receiving Party;

4.2.2 employees, senior employees, and directors of an Affiliated Company of the Receiving Party; or

4.2.3 any professional consultant or agent retained by the Receiving Party or its Affiliated Company;

Before disclosure to an entity specified in clauses 4.2.2 and 4.2.3, the Receiving Party shall ensure that the confidentiality commitment of such entity is obtained and shall not be lower than the standards of this Agreement; such entity is external legal counsel, and the Receiving Party shall only ensure that the legal counsel is bound by the obligation of confidentiality.

Prior to making any such disclosure to Persons under Articles 4.2.2 and 4.2.3 above, however, the Receiving Party shall obtain an undertaking of confidence, on terms no less stringent than contained in this Agreement, from each such Person; provided, however, that in the case of outside legal counsel, the Receiving Party shall only be required to procure that such legal counsel is bound by an Obligation of confidentiality.

4.3 If an entity described in clause 4.2 constitutes a breach of contract due to intentional or negligence, the recipient shall be responsible for the disclosure party as if the recipient itself violates this Agreement. Once a confidential information is discovered to be disclosed in a default, the recipient must immediately notify the discloser. The recipient shall make reasonable efforts to ensure that the entity described in clause 4.2 performs its confidentiality obligations related to the disclosed confidential information.

4.3 The Receiving Party shall be responsible to the Disclosing Party for any act or omission of the entities and Persons described in Article 4.2 that would constitute breach of this Agreement as if the action or omission had been perpetrated by the Receiving Party and shall immediately notify the Disclosing Party upon becoming aware that Confidential Information has been disclosed in breach of this Agreement. The Receiving party shall use all reasonable endeavors to ensure that those persons or entities described in Articles 4.2 comply with the obligations of confidentiality under which the Confidential Information was disclosed to them.

6 Return of Confidential Information

6.1 The Disclosure Party may request the return of confidential information by writing to the recipient at any time.

6.1 Disclosing Party may demand the return of the Confidential Information at any time upon giving written notice to Receive Party.

6.2 Within thirty (30) days of receipt of the notice referred to in Article 6.1, the Receive Party shall retain no copies of the Confidential Information, but shall at the option of the Disclosing Party:

6.2.1 Return all the original Confidential Information to the Disclosing Party;

6.2.1 Return all of the original Confidential Information to the Disclosing Party;

6.2.2 Destroy or delete all Confidential Information, any assessment materials related to Confidential Information and/or copies of the assessment materials held by the subject disclosed by the recipient (handwritten and electronic versions).Confidential information or Evaluation Material in its possession and/or in the possession of persons to whom it was disclosed by the Receiving Party. Confidential Information or Evaluation Material that is in electronic format (including all electronic back-up files - subject to Art 6.3) shall also be deleted; and

6.3 Provide a written certificate, signed by an authorized officer of the Receiving Party, that Receiving Party has fully complied with its obligations under this Clause 6.1.The provisions of Article 6.1 and 6.1 do not apply to the following:

6.3.1 Confidential Information or Evaluation Material that is retained in the computer backup system of Receiving Party or a Person to whom it was disclosed under Article 4.1 if the Confidential Information or Evaluation Material will be destroyed in accordance with the regular ongoing records retention process of Receiving Party or such Person and if the Confidential Information is not used prior to its destruction;

6.3.2 Confidential Information or Evaluation material that must be retained under applicable law or regulation, including by stock exchange regulations or by governmental order, decree, regulation or rule; and

6.3.3 Any report of a business document or recipient that contains data derived from a confidentiality agreement or assessment report, displayed to its executive board (or equivalent body) and required to retain under applicable laws or document retention policies;

assumes that any confidential information and/or assessment material so reserved shall comply with the terms of this agreement.

6.3.3 Any corporate documents or reports of the Receiving Party which contains data derived from Confidential Information or Evaluation Material which were presented to its executive board (or the equivalent thereof) and are required in accordance with applicable law or its document retention policy to be retained;

provided that any Confidential Information and/or Evaluation Material that is so retained shall remain subject to the terms of this Agreement.

10 Assignment

0 The Receiver shall not transfer in full or in part the rights and obligations of the Receiver in this Agreement until the written consent of the Disclosure Party is obtained. Any attempted transfer by the recipient prior to the written approval of the disclosure party will be invalid. Without being limited to the terms before clause 10, this Agreement shall be in the interests of both parties, their successors and the licensors.

The rights and obligations of the Receiving Party under this Agreement may not be assigned in whole or in part by the Receiving Party without the prior written consent of the Disclosing Party. Any attempted assignment by Receiving Party without the prior written approval of Disclosing Party shall be void. Without limiting the prior provisions of this Article 10, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

14 No Business Relationship

14.1 The parties acknowledge that this Agreement will not create an agency relationship or partnership.

14.1 Both Parties acknowledge that this Agreement does not create a relationship of agency or partnership.

14.2 Nothing in this Agreement shall be deemed to be an obligation of both parties to discuss other bilateral agreements or to prohibit the disclosure party and other parties from discussing other agreements.

14.2 Nothing in this Agreement shall be construed as an obligation of the Parties to enter into any other agreement between them or prohibit the Disclosing Party from entering into agreements with other parties.

16 Modifications

Any revisions, modifications or modifications relating to this Agreement shall be invalid unless the same content is submitted in writing and signed by the appropriate authorized representative of both parties.

No amendments, changes or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorized representative of each of the Parties hereto.

17 Severability

If any provision in this Agreement is declared invalid or unenforceable by a competent court, the other provision in this Agreement shall remain in full force as if the clause of invalid or unenforceable has not existed in the Agreement.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining terms of this Agreement, will remain in full force and effect as if such invalid or unenforceable term had never been included.

19 Counterpart Execution

0 This Agreement will be executed accordingly, and the copies of both parties shall be regarded as a complete agreement in all senses, provided that both parties are not bound by this Agreement before performing the corresponding execution. In order to write the copy into the same document, the disclosure party is authorized to remove the signature page from one of the copies, and after the receiver completes the signature page signed on this sheet, the signature page signed by both parties is returned to the same copy.

This Agreement may be executed in counterparts and each counterpart shall be deemed an original Agreement for all purposes; provided that neither Party shall be bound to this Agreement until both parties have executed a counterpart. For purposes of assembling the counterparts into one document, Disclosing Party is authorized to detach the signature page from one counterpart and, after signature thereof by Receiving Party, attach each signed signature page to a counterpart.

22 Anti-Bribery/Anti-Corruption

The parties hereby agree that they shall comply with all applicable laws, norms and guidelines for anti-bribery and anti-corruption at all times, including but not limited to ensuring that both parties and their respective representatives do not participate in any activities, implementation or conduct that constitute a violation of these laws, norms and guidelines (which may be frequently revised).

The Parties hereby agree that, in relation to this Agreement and the subject matter hereof, they shall at all times comply with all applicable law, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to ensuring that each of the Parties and their respective representatives shall not engage in any activity, practice or conduct which would constitute an offence under any such laws, regulations or codes (as may be amended from time to time).

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