Trade secrets are of great value in modern enterprises, so how much do you know about commercial confidentiality agreements? The following is a sample commercial confidentiality agreement that I compiled for you. Thank you for your read.
Sample Commercial Confidentiality Agreement 1
In view of the fact that Party A has to provide Party B with relevant confidential information during the communication and cooperation process of this project, and the confidential information is legally owned by Party A , and hopes to effectively protect the confidential information described in this agreement.
1. Trade secrets
The trade secrets mentioned in this agreement include but are not limited to: technical solutions, implementation methods, databases, research and development records, technical documents, and related correspondence. ,etc.
Other business secrets mentioned in this agreement, including but not limited to: marketing plans, promotion channels, application venues, etc.
2. Source of secrets
Any commercial, marketing, technical, operational information or other information of a nature obtained by Party B from Party A related to the project or arising from the project, regardless of the form or medium, regardless of whether it is disclosed orally, Images or written representations indicating confidentiality.
3. Confidentiality obligations
With respect to Party A’s business secrets, Party B hereby agrees:
1] Strictly keep confidentiality and adopt all confidentiality measures and system protection The secrets include but are not limited to the measures and systems adopted by B to protect its own trade secrets;
2] Not disclose any trade secrets to any third party;
3] Except The secret may not be used at any time except for the performance of the contract with Party A;
4] Do not copy or use the secret through reverse engineering. Party B shall sign a confidentiality agreement with its employees, agents, etc. who have access to the trade secrets. The substantive content of this agreement shall be similar to this agreement.
4. Exceptions
Party A agrees that the above terms do not apply to the following situations:
1] The trade secret has become available to the general public. Information;
2] Can prove in writing that Party B is familiar with the technical information before receiving it from Party A;
3] Information legally provided to A by a third party.
5. Return of information
At any time, upon receipt of a written request from Party A for trade secrets, Party B shall immediately return all trade secret materials and files, as well as media containing such trade secret materials. Any or all photocopies or extracts thereof. If the technical data is in a form that cannot be returned, or has been copied or transcribed into other materials or carriers, it should be deleted.
6. Confidentiality period
The agreement is valid for one year, or until the project is officially released.
7. Other Agreements
If Party A fails to exercise its rights under this Agreement, it will not be interpreted as that he has waived such rights. If any part, term or provision of this Agreement is unlawful or unenforceable, the validity and enforceability of the remaining parts of the Agreement shall not be affected.
No party may assign all or any part of its rights under this Agreement without the consent of the other party. This Agreement may not be changed for any other reason without the prior written agreement of both parties. Unless any representation or warranty in this Agreement is fraudulent, this Agreement contains the entire understanding of the parties regarding the contractual matters, and it supersedes all previous relevant representations, written materials, negotiations or understandings.
Party A’s official seal: _________ Party B’s official seal: _________
Legal representative’s signature: _________ Legal representative’s signature: _________
_________year____month_ ___Day_________Year____Month____
Sample Commercial Confidentiality Agreement 2
Party A:
The signatory is hereinafter referred to as Party B :
Representative: ID number:
Residential address:
Contact number:
In view of the fact that we and you are currently working on a project Business talks or cooperation require the acquisition and acquisition of relevant business and technical information provided by us. To this end, Party B voluntarily signs this agreement in line with the principles of commercial integrity and business confidentiality.
Article 1 Definition of Confidential Information
The written or other forms of information and information related to business and technology that are clearly marked or indicated as confidential information disclosed by us to Party B include Language, text, sounds, images, planning ideas, marketing methods, operating models, business models, profit models, etc. that cannot be recorded in words, but do not include the following materials and information:
One has been or will be published Information that is public, but does not include unauthorized disclosure by both parties or their representatives in violation of the provisions of this Agreement;
2. Non-confidential information that has been known to the receiving party before disclosure by either party to the receiving party;
3. Non-confidential information provided by any party. The receiving party does not know that the third party providing the information has entered into a binding confidentiality agreement with the non-confidential information provider under this Agreement before disclosing the information. and the receiving party has reason to believe that the discloser of the information is not prohibited from providing the information to the receiving party.
Article 2 Responsibilities of both parties
Both parties are the provider and recipient of confidential information to each other, and have the obligation to maintain confidentiality and assume the responsibility for confidentiality.
Party B shall not disclose any confidential information to third parties, including members of the press, or otherwise use confidential information without our written consent. The parties shall also cause their respective representatives not to disclose or disclose any confidential information to third parties, including members of the press, or otherwise use confidential information. Unless the disclosure, disclosure or use of confidential information is properly required by the parties' obligations under normal circumstances to engage in or carry out cooperative project work, including the parties' future obligations under law or contract.
Both parties shall strictly limit access to confidential information to their respective responsible representatives who need to access confidential information for the purposes specified in this Agreement.
4 Except for necessary disclosure with the written consent of both parties, neither party shall copy or reproduce confidential information disclosed by the other party or its representatives or provide it to others intentionally or unintentionally.
5. If the cooperation project no longer continues or Party B withdraws from the project for any reason, it shall destroy or return to us within five working days all confidential information in its possession or control as well as information containing or embodied in it. All files and other materials containing confidential information together with all copies.
Both Party B and Party B will and shall cause their respective representatives to treat the confidential information disclosed to them by the other party with no less care than they would for similar information in their own possession, but in any case, confidentiality No less than a reasonable degree of care shall be taken in the material.
Article 3 Intellectual Property Rights
1 Our disclosure of confidential information to Party B or its representatives does not constitute a transfer or grant to the other party of its business secrets, The rights and interests in trademarks, patents, technical secrets or any other intellectual property rights shall not constitute a transfer to Party B or Party B’s representative or a grant to Party B or Party B’s representative of the party’s trade secrets, trademarks, patents, technical secrets or any other rights that are licensed by a third party. Other rights and interests related to intellectual property rights.
All business models, profit models, operating models, text, images and other marketing and promotion plans of the second project are within the scope of intellectual property protection and are owned by us. Party B, including its employees, may not copy, imitate or inform others It has nothing to do with the third party.
Article 4 Liability for breach of contract
If Party B violates the content of this agreement, leaks our business operations, and causes significant business losses to us, we have the right to demand Compensate for all economic losses. If no major economic losses are caused to us, we have the right to require Party B to compensate Party B for liquidated damages of RMB 1,000,000.00.
2 This agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China. The parties to this Agreement irrevocably accept the jurisdiction of the courts of the People's Republic of China for any matters, disputes, litigation or proceedings arising out of or related to this Agreement or the rights and obligations of the parties hereto.
Article 5 Validity Period of the Agreement
This Agreement is valid for _three_ years and will take effect from the date of signature and seal of Party B.
Party A’s official seal: _________ Party B’s official seal: _________
Legal representative’s signature: _________ Legal representative’s signature: _________
_________year____month_ ___day______year____month____day
Business Confidentiality Agreement Sample 3
Party A: Enterprise [lt; company namegt;]
Legal representative: [lt; Company legal representative;]
Party B: Employee [lt; Employee name>]
ID number: [lt; Employee ID card gt;]
Party B has or will know Party A’s business secrets because of performing duties in Party A’s unit. In order to clarify Party B's confidentiality obligations, Party A and Party B enter into this confidentiality agreement based on the principles of equality, voluntariness, fairness and good faith.
Both parties confirm that they have reviewed the contents of the agreement in detail before signing this agreement and fully understand the legal meaning of each clause of the agreement.
1. Content and Scope of Confidentiality
Party A and Party B confirm that the scope of Party A’s business secrets that Party B shall be obliged to keep confidential includes but is not limited to the following:
1. Technical information:
2. Business information:
3. Matters on which the company assumes confidentiality obligations in accordance with legal provisions or relevant agreements:
2. Party B’s confidentiality obligations
For the business secrets mentioned in Article 1, Party B assumes the following confidentiality obligations:
1. No spying on information that is not related to its own work or business. Business secrets;
2. Party A’s business secrets shall not be disclosed to any third party that does not bear the obligation of confidentiality;
3. Lending, donation, rental, transfer, etc. shall not be allowed Any act of Party A’s trade secrets constitutes “allowing” or assisting any third party who does not bear the obligation of confidentiality to use Party A’s trade secrets;
4. If you find that your trade secrets have been leaked or you have accidentally leaked your trade secrets , effective measures should be taken to prevent further leaks and reported to Party A in a timely manner.
3. Confidentiality Period
Party A and Party B confirm that Party B’s confidentiality obligations begin when Party A takes appropriate confidentiality measures for the business secrets mentioned in Article 1 of this Agreement and informs Party B Beginning and ending when the trade secret becomes public. Whether Party B is in office or not does not affect the confidentiality obligation.
IV. Liability for breach of contract
Party A and Party B agree:
1 If Party B fails to fulfill its confidentiality obligations stipulated in Article 2 of this Agreement, it shall bear liability for breach of contract. , pay Party A a one-time liquidated damages of RMB [lt; liquidated damages for employees gt;] yuan;
2 If Party A suffers losses due to Party B’s breach of contract as mentioned in the preceding paragraph, Party B shall bear the liability for breach of contract. If liquidated damages have been paid, they shall be deducted;
3 The loss compensation mentioned in the previous paragraph is calculated as follows:
① The amount of loss compensation is the amount of loss suffered by Party A due to Party B’s breach of contract The actual economic loss is calculated as follows: Party A’s product sales decrease due to Party B’s infringement, and the total reduction in sales multiplied by the product of the profit of each product;
② If Party A If the loss is difficult to calculate according to the calculation method mentioned in paragraph ①, the amount of loss compensation shall be all the profits obtained by Party B due to the breach of contract. The calculation method is: the profit obtained by Party B from each product directly related to the breach of contract multiplied by the market price The total amount of sales proceeds; or a reasonable amount not less than Party A’s trade secret license fee shall be used as the amount of loss compensation;
③The reasonable expenses paid by Party A for investigating Party B’s breach of contract, Should be included in the amount of loss compensation;
4 If Party B’s breach of contract infringes upon Party A’s commercial secret rights, Party A may choose to require Party B to bear liability for breach of contract in accordance with this agreement, or in accordance with relevant national laws , regulations require Party B to bear infringement liability.
5. Dispute Resolution
Disputes arising from the execution of this agreement can be resolved through negotiation between the two parties or through mediation with a third party trusted by both parties. If negotiation or mediation fails or one party is unwilling to negotiate or mediate, either party has the right to file a lawsuit.
6. Validity and changes of the agreement
This agreement will take effect upon signature by both parties. Any modifications to this Agreement must be agreed in writing by both parties.
Party A’s official seal: _________ Party B’s official seal: _________
Legal representative’s signature: _________ Legal representative’s signature: _________
_________year____month_ ___Day_________Year____Month____
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