Xi'an Institute of Aerospace Dynamics responded: The article is seriously inaccurate. Zhang Xiaoping resigned in March and left without detaching the secret. This document was provided when applying for labor arbitration to the court.

[Research Institute replied to Zhang Xiaoping’s resignation: He has mastered many models of secrets and called him back to decrypt]

"Zhang Xiaoping’s resignation" related articles are very popular.

Xi'an Institute of Aerospace Dynamics Response: The article is seriously incorrect.

Zhang Xiaoping resigned in March and left without detaching the secret. This document was provided when applying for labor arbitration to the court.

He said that the researcher is already in the highest professional title, with an annual salary of more than 120,000 yuan. The reason for his resignation is the flow of talents. @5AI Technology

Putting aside the right and wrong of both parties, today, let’s talk about the company’s “disclosure agreement”.

▌ What is a confidentiality agreement?

Confidentiality agreement refers to an agreement between the parties to the agreement to not disclose such information to any third party regarding the written or oral information that one party informs the other party about the other party. If a party who is obliged to keep confidentiality violates the agreement and discloses confidential information to a third party, he or she will bear civil or even criminal liability.

▶What contents are included in the confidentiality agreement?

(1) Confidential information scope

When an employer agrees to confidential content, it is necessary to clarify the objects, scope, content and period that need to be confidential. It is best to list all confidential content through enumeration, otherwise it is easy to cause litigation disputes due to unclear agreements. The scope and content of confidentiality have also changed in different enterprises and the same enterprise at different times. Employers should promptly modify the content of the confidentiality agreement.

(2) Confidential subject

The confidential subject of trade secrets is generally limited to workers in confidential positions. For confidential positions and technical positions, they are required not to disclose, donate, transfer, destroy or assist a third party in infringement of the company's trade secrets. Except for the above confidential positions, workers who do not necessarily bear the obligation to keep confidentiality should also be included in the scope of the confidentiality subject and assume confidentiality responsibilities when they know whether or not they know the company's secrets at work. In addition, the families and friends of workers who have mastered trade secrets should also have equal obligations to keep trade secrets.

(3) stipulates a confidentiality period

The confidentiality agreement should clearly stipulate the confidentiality period. Although the law stipulates that the obligation of workers to keep secrets is not exempted due to the termination or termination of the labor contract, since commercial secrets expire, be disclosed or eliminated, it is best to agree on the start and end time of the confidentiality obligation to avoid causing unnecessary disputes.

(4) The rights and obligations of both parties

In the confidentiality agreement, the contents of how to use commercial secrets, the ownership of the professional achievements involving commercial secrets, the method of preserving and destroying confidential documents, etc. If there are special terms, the agreement should be made by enumeration.

In addition, according to the provisions of the Labor Contract Law, liquidated damages shall not be directly set in confidentiality agreements. If the liquidated damages are agreed to be risky of being deemed invalid. However, this does not mean that breach of contract liability cannot be stipulated in the confidentiality agreement. The confidentiality agreement can stipulate the compensation content for breach of confidentiality obligations and the method of calculating the amount of compensation.

(5) Agreement restriction of competition clause

Although the restriction of competition clauses can be made or not, it is undeniable that the restriction of competition clauses are a powerful protective umbrella for trade secrets. It should be noted that the deadline and obligations of the restriction of competition, the economic compensation standards, the payment time of economic compensation and the conditions for the termination of terms must be clearly stipulated. Otherwise, if you are not careful, the company may be in danger of paying high economic compensation.

(6) Dispute jurisdiction

Dispute resolution institution can be agreed in the confidentiality agreement, but the dispute resolution institution must be determined and unique. It cannot agree to choose an arbitration institution and a court, and it cannot agree to choose both arbitration institution and a court that agrees to choose both A and B, otherwise the clause will be invalid.

The circumstances in which each enterprise needs to keep confidential are different. How to sign a confidentiality agreement to better protect the rights and interests of employers still needs specific analysis. It is best to consult a professional lawyer when signing a confidentiality agreement.

▌ What are the precautions for signing a confidentiality agreement?

(1) The object of the agreement should be clarified

First of all, the signing of the confidentiality agreement is not for all employees. Article 24, paragraph 1 of the Labor Contract Law stipulates: "People who are restricted from competing are limited to senior management, senior technicians and other personnel who are responsible for confidentiality." In other words, ordinary employees who do not have the company's business secrets are not subject to this constraint. Of course, in order to prevent future troubles, Dazun felt that it was OK to sign a confidentiality agreement with all employees when he joined the company.

(2) The agreed time should not be too long

Some companies stipulate in the confidentiality agreement that employees are not allowed to engage in related industries in the future, which obviously does not comply with the law. Article 20, paragraph 2 of the Labor Contract Law stipulates: "After the termination or termination of the labor contract, the term of the non-competition period for personnel (who are under the obligation to prohibit competition) to go to other employers who have a competitive relationship with the unit that produces or operates similar products or engages in similar businesses, or to open up production or operates similar products and engages in similar businesses by themselves, and shall not exceed two years."

(3) The liquidated damages agreement cannot be too high

liquidated damages agreement cannot be high without basis. It is incorrect for some enterprises to blindly seek high prices on the liquidated damages clause. The agreement on liquidated damages should be made based on the industry situation and expected corporate losses.

(4) requires an agreement to compensate

prohibition of competition clauses belong to a dual-service clause in which both parties assume obligations. The worker assumes the obligation to not compete with the company for a specific period of time, and the company assumes the responsibility of giving corresponding compensation. Article 23 of the Labor Contract Law stipulates that for workers who are obliged to keep confidentiality, the employer may agree with the employee in the labor contract or confidentiality agreement to restrict competition clauses, and agree that after the labor contract is terminated or terminated, the employee will be given financial compensation on a monthly basis within the period of restricted competition.

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Party A: Party B:

Address: Address:

In view of the business transactions between Party A and Party B, Party B may or has known Party A’s confidential information. In order to protect the legitimate rights and interests of both parties, after equal negotiation, the following agreement was reached:

1. Definition of Confidential Information

1.1 The "confidential information" referred to in this Agreement refers to tangible or intangible information, materials or materials provided by Party A or obtained in any other form, including but not limited to the following:

(1) Any information, materials or materials enjoyed or controlled by Party A, including but not limited to inventions or creations before applying for a patent, inventions or creations, data, programs, concepts, software, code, decoding, technical solutions, methods, drawings, designs, models, samples, products, instruments and equipment, plans, strategies, reports, pricing policies, demand forecasts, product specifications, quality control, testing, operations, procurement, purchase channels, production, sales, finance, R&D, human resources, legal information, third party proprietary information, investment and customer information and materials.

(2) Discussions, negotiations, negotiations, memorandums, agreements, etc. between the two parties, as well as the information or materials generated therefrom.

(3) Any information related to Party A's company or factory, including but not limited to the equipment, operation and other information of the company or factory.

1.2 "Party A" or "Party B" refers to the entity signing this contract and its current and future domestic and foreign branches, subsidiaries, offices, factories, affiliated enterprises or other business organizations.

2. Confidential information

Confidential information should be determined in the following form:

2.1 For written or other tangible information, the words "proprietary" or "secret" shall be marked with the words "proprietary" or "secret" when delivered to Party B.

2.2 For oral information, it shall declare it proprietary information before it is disclosed to Party B and record it in writing.

3. Confidentiality obligation

3.1 Party B guarantees to strictly conserve confidential information, and the confidential information shall not be used for any purpose other than Party A's consent.Party B shall keep the confidential information in accordance with the obligation of a kind manager, and the confidential information shall not be disclosed or delivered to any third party in any form without Party A's written consent.

3.2 Party B shall sign a confidentiality agreement with the employees, agents, etc. of the party who can contact the confidential information. The substance of the confidentiality agreement shall be as strict as the terms agreed in this agreement.

3.3 Party B guarantees that other personnel within the organization shall not disclose to any third party the confidential information delivered to Party B by Party A. Otherwise, Party B shall bear the liability for breach of contract compensation.

3.4 Party B shall not copy, copy or modify the confidential information provided by Party A for its own use or to provide it to others.

4. Exception

Confidential information occurs in one of the following circumstances, Party A will not bear legal liability for the disclosure of any confidential information:

4.1 The confidential information is legally known to Party B before Party A's disclosure or obtained by a third party, and the third party has not violated its confidentiality obligations or its confidentiality obligations have been lifted.

4.2 This confidential information was obtained by Party B before the date of signing this agreement, and Party B can prove it with reasonable written information.

4.3 This confidential information has been disclosed by Party A and its subsidiaries, branches, affiliates or third parties other than Party B.

4.4 obtained written permission from Party A before disclosing confidential information.

4.5 Party A unilaterally exempts Party B from confidentiality obligations based on its own circumstances.

4.6 Party B's disclosure of confidential information is based on legal provisions, judicial judgments, rulings, patent office reviews, etc., and does not constitute a violation of confidentiality obligations, but Party B shall notify Party A in writing immediately before disclosure.

5. The rights and interests of the confidential information accepted or known by Party B are still the property of Party A or are legally controlled by it. The provision or disclosure of confidential information to Party B does not constitute authorization, assignment or lease of any intellectual property rights, nor does it constitute a waiver of the aforementioned rights.

5.2 Party B shall unconditionally return the confidential information and its copy to Party A within five days when Party A requests and shall not be retained by taking pictures, copying or other means, or destroyed at the request of Party A.

6. Liability for breach of contract

6.1 If Party B violates the provisions of this agreement, in addition to compensating for the economic losses caused to Party A, he shall also bear the liability for breach of contract and shall pay Party A RMB 500 liquidated damages each time it breaches the contract.

6.2 If Party B makes a profit due to its breach of contract, Party B shall repay all its profits to Party A.

6.3 If Party B’s employee violates the provisions of this agreement, Party B shall jointly bear joint and several liability with him.

7. Dispute Resolution

All disputes arising from this agreement shall be resolved by friendly negotiation between the two parties. If negotiation fails, either party has the right to file an arbitration with the arbitration committee.

8. Other terms

8.1 This agreement shall come into effect on the date of signing and stamping between the two parties. Unless Party A and Party B reach a written agreement separately, this agreement will automatically terminate within 12 months from the date of its effectiveness.

8.2 If there are any matters not covered by this agreement, the two parties may negotiate and sign a written supplementary agreement at any time. The supplementary agreement has the same legal effect as this agreement.

8.3 This agreement is in repetition, and both parties hold two copies, and has the same legal effect.

template author: Yang Xiaolei; Produced by: Ten Points Legal