再也不会用心爱
范文一：合作协议(英文版)
TABLE OF CONTENTS
目录
CLAUSE HEADING PAGE
1. Cooperation Background合作背景 ........................................................................... 1
2. Scope of Cooperation合作范围 ................................................................................ 1
3. Mode of Cooperation合作方式 . ................................................................................. 3
4. Payment Distribution费用划分 .................................................................................. 4
5. Liabilities 责任 . ........................................................................................................... 4
6. Confidentiality 保密 .................................................................................................... 4
7. Governing Law and Settlement of Disputes管辖法律和争议解决 ............................. 5
8. Term of this Agreement协议有效期 .......................................................................... 6
9. Representations and Warranties陈述与保证 ............................................................ 6 10. Assignment of Agreement协议的转让 ...................................................................... 7 11. Exclusive Clause排他性条款 .................................................................................... 7 12. Breach of Contract违约责任 ..................................................................................... 7 13. Miscellaneous 其它事项 . ............................................................................................ 7
Cooperation Agreement
合作协议
and between
(1) (
(2)
in relation to jointly undertaking of Engineering, Procurement and Construction (EPC) of Coal bed gas treatment facilities projects of .
(简称“ PARTY A”)与 煤层气项目处 理设施的设计、采购、施工(EPC )总承包工作事宜于 2011年 3月 日在 签订本合作协 议,以资共同遵守。
1. COOPERATION BACKGROUND 合作背景
Whereas PARTY A is in the leading position in the gas industry of China and has, in particular, experience and track record in the areas of gas gatering & transmission, gas treatment & sweeting; Whereas both parties desire to make use of their respective strengths and to undertake projects of Arrow Energy Ltd such as EPC of Coal bed gas treatment facilities in Queensland, Australia.
鉴于 公司,其在 承揽 中的优势;
鉴于 PARTY A 在中国天然气领域处于领先地位,尤其在天然气集输、处理及甜化方面的经验和业 绩;
鉴于双方均希望利用各自的优势,强强联合,共同承揽并完成 煤层气项目处理设施的 EPC 工 程总承包工作。
2. SCOPE OF COOPERATION 合作范围
a. The scope of cooperation shall be Project Tender, FEED, Basic and Detail Engineering, Project Management, Fabrication Supervision, Procurement, Construction, Installation, Commissioning and Warranty of such projects as mentioned above.
双方的合作范围包括:上述项目的投标、 FEED 、基础设计、详细设计、项目管理、设备监 造、采购、施工、安装、试运行及质保等工作。
b. In the term of operation, each party shall appoint four representatives to establish a Joint Management Committee (
双方在合作期限内将组成一个联合管理委员会,由双方各委派四名代表组成。联合管理委员 会行使以下职权:
(i) to gather market intelligence;
收集市场信息;
(ii) to tender for the agreed projects;
为经批准的项目投标;
(iii) to jointly establish project objective strategies; and
为目标项目共同决策;和
(iv) to decide on the matters that both parties fail to reach a consensus.
对双方无法达成一致的事项进行决定。
c. The JMC shall comprise eight (8) members, of whom four (4) shall be appointed by PARTY 联合管理委员会应由 8名成员组成,其中 PARTY A 应委派 4名成员, 应委派 4名成 员。
d. Any member of the JMC may be removed and replaced by the original appointing party by giving a 30 days' prior notice in writing to the other Party.
原委派方可通过向对方提前 30天发出书面通知替换其向联合管理委员会委派的任何成员。 e. For the convenience of JMC management and operational efficiency, at least 1 JMC members of each party shall be able to use both Mandarin and English proficiently.
为方便联合管理委员会的管理,提高运行效率,双方委派人员中至少有 1人能同时熟练使用 中、英文。
f. The member of the JMC shall elect a coordinator of the JMC (
联合管理委员会应选举一名协调人。该协调人应制定联合管理委员会会议议程,并召集和主 持联合管理委员会会议。如该协调人不能召集时应委托联合管理委员会其他成员召集和主持 联合管理委员会会议。
g. The rules of the JMC meetings shall be adopted by the JMC.
联合管理委员会应通过联合管理委员会会议的规则。
h. Both Parties agree that this Agreement only sets out the general principles of the cooperation between the Parties and a detailed project agreement will be executed Client for Coal bed gas project, and such detailed project agreement will set out the terms and conditions for both Parties to cooperate on the specific project including the duties and responsibilities each party will bear in such specific project.
双方同意本协议仅规定了双方之间合作的原则, PARTY A和
签署或 PARTY A和 将就每一个合作项目与业主或客户签署一份详细的项目协议。该 项目协议将规定双方在具体项目上进行合作的条款和条件,包括各方所承担的职责和责任。 3. MODE OF COOPERATION 合作方式
a. Joint Design 联合设计
(i) Both parties may enter into the relevant agreement in relation to each cooperative project so as to determine their respective work scope and matrix. PARTY A acknowledges that it possesses the relevant PRC qualifications to engage in the contracting and design work of each project herein. (Party B) acknowledges that it possesses the relevant Australian qualifications to engage in the contracting and design work of each project herein.
双方可针对每一个合作项目签署相关协议以确定双方的工作范围和工作量。 PARTY A 确认,其拥有完全的中华人民共和国相关资质从事本协议项下各项工程的承包与设 计工作。 (乙方)确认,其拥有完全的澳大利亚相关资质从事本协议项下各项 工程的承包与设计工作。
(ii) Both parties shall complete their own design work according to their work scope and workload.
根据双方工作范围及工作量的划分,双方各自完成所属范围内的设计工作。
(iii) As required by the projects, the joint designing work can be conducted in the parties in writing.
根据工程项目需要,联合设计工作可以在 公司总部进行,也可以在 PARTY A本部进行,或双方书面约定的其他地点进行。
b. Joint Procurement 联合采购
charge of the procurement of equipment and materials from overseas suppliers/vendors and PARTY A will be in charge of the procurement of equipment and materials in China.
根据各自的优势,针对已承担总承包项目特点, 负责从国外供应商 /卖方购买设备及 材料的采购工作, PARTY A负责在中国国内购买设备和材料的采购工作。
c. Staff Secondment 劳务派遣
Both parties may second relevant technical personnel or project management staff to the work site of the other party so as to carry out the projects according to the necessity and features of the projects. Relevant expenses incurred herefrom shall be listed as the cost of each project and shall be borne by both parties, as agreed by the JMC.
根据已承担项目的特点和需要,双方可互为派遣相关技术或项目管理人员赴对方工作所在地 执行项目的具体工作。因此而产生的相关费用将作为各项目总收入的成本并经联合管理委员 会同意由双方共同承担。
4. PAYMENT DISTRIBUTION 费用分配
a. The JMC shall assess the revenue that each Party will be entitled to according to the workload and original pricing proposed by each party on job to job basis.
联合管理委员会将在具体项目的基础上根据各方承担的项目工作量并综合各方的相应原始报 价来确定各方应获得的收入。
b. The parties shall undertake projects within the sphere of this framework agreement and shall enter into contract for each cooperation project to determine the fees, revenue and income each party is entitled to.
双方将在本框架协议内共同承揽项目,针对每一个合作项目将分别签订确认双方费用和收入 的合同。
5. LIABILITIES 责任
Both Parties agree that the liabilities that each party shall bear for each project will be agreed by the Parties in the project agreement as mentioned in Clause 2(h) above.
双方同意各方对每个项目应承担的责任将由双方在上述第二条第 (h)款所提到的项目协议中约定。 6. CONFIDENTIALITY 保密
a. Each of the Parties hereto agree to keep strictly secret and confidential, and under no circumstances to disclose to any person or entity which is not a party hereto, any materials and information (the
各方在此同意对因本协议引起的 , 或与本协议有关的任何材料和信息(“ 保密信息 ”)应严 格保守保密 , 并且在任何情况下 , 任何一方均不向任何非本协议方的人或实体透露该类保密信 息,除非该类保密信息的披露是经过另一方明确书面同意的。
b. Notwithstanding Clause 6.a, the confidentiality obligation under Clause 6.a shall not apply to:
无论第 6.1条有何规定 , 第 6.1条之保密义务不适用于以下情况 :
(a) any information obtained from either Party hereto which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of such party or any of its agents, advisers, directors, officers, employees or representatives;
从任何一方获得的信息 , 该信息已成为公开信息 , 因该方或其代理人、顾问、董事、 高级职员、雇员或代表故意或过失行为或疏忽造成的除外;
(b) any information which is required to be disclosed pursuant to any applicable laws or to any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council);
该信息的披露 , 是按照任何适用的法律或任何主管政府或法定机构的要求或根据任何 有关主管、行政或监管机构(包括但不限于任何相关的证券交易所或证券委员会)的 规定及规则所作出的;
(c) any information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore or elsewhere; and
根据新加坡或其他任何地区法院或裁判处所发布的法律程序所要求披露的任何信 息;及
(d) any information disclosed by either of the Parties hereto to their respective bankers, financial advisers, consultants and legal or other advisers for the purpose of this Agreement on a need to know basis.
由任何一方为本协议之目的而向其各自银行、财务顾问、咨询专家、法律顾问或其 他顾问披露的任何信息,但仅限于所需知道的范围。
c. The obligations contained in this Clause 6 shall endure, notwithstanding the termination of this Agreement, without limit in point of time except and until any Confidential Information enters the public domain as set out above.
无论本协议是否终止,本第 6条所包含的义务应无限期的持续有效,除非且直到任何保密信 息根据上述的规定进入公众领域。
7. GOVERNING LAW AND SETTLEMENT OF DISPUTES 管辖法律和争议解决
a. This Agreement shall be governed by and construed in accordance with the laws of the PRC.
本协议应受中华人民共和国法律管辖并据其解释。
b. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be settled by both parties through friendly negotiation. If both parties fail to settle such dispute within sixty (60) days, it shall be referred to and finally resolved by the appointed arbitration center in the county where the leading party of the specific project is registered in accordance with the arbitration rules of that arbitration centre for the time being in force. For the sake of convenience, the appointed arbitration centers are China International Economic and Trade Arbitration Australia. The arbitration tribunal shall be composed of three (3) arbitrators, of whom the Party requesting arbitration and the Party defending arbitration shall each appoint one (1), and the third one shall be jointly selected by the two arbitrators.The arbitral award shall be final and binding upon the Parties. The Parties in dispute agree to waive any objection to or defense against such arbitral award to the extent permitted by law. During the arbitration, the Parties shall continue the performance of the remaining terms of this Contract except for the disputed part or the part affected by the arbitration directly and materially.
凡因本协议而产生的或与之有关的任何争议,包括本协议的存续、效力或终止等任何问题, 应由双方友好协商解决。若自争议发生起六十(60)天内协商解决不成,应提交具体项目牵 头执行单位所在国家的指定仲裁中心按其现行有效的仲裁规则进行最终仲裁。为方便本协议 执行,在此指定中国仲裁中心为设在北京的中国国际经济贸易仲裁委员会,澳大利亚仲裁中 心为 。仲裁庭由三 (3)名仲裁员组成。提出仲裁的一方和进行答辩的另一方各指定 一 (1)名仲裁员。第三名仲裁员由已指定的两名仲裁员选定。仲裁裁决是终局的,对争议双方 均有拘束力。争议方同意在法律允许的范围内放弃对该裁决的任何质疑或抗辩。仲裁进行期 间,除正在进行仲裁的部分或直接和实质地受仲裁影响的部分外,本合同应根据其余条款得 以继续履行。
8. TERM OF THIS AGREEMENT 协议有效期
This Agreement shall take effect upon execution and sealing by the representatives of both parties and shall continue to be valid till 31 December 2015.
本协议自双方代表签字盖章之日起生效,有效期至 2015年 12月 31日止。
9. REPRESENTATIONS AND WARRANTIES 陈述与保证
a. Party B acknowledges that it is a limited liability company duly incorporated and validly existing under the applicable laws.
各方确认,其系按照其适用法律合法设立、具有法人资格、合法存续的有限责任公司。 b. Each party acknowledges that it possesses full powers and authorities to execute and perform this Agreement and relevant supplemental agreements.
各方确认,其各自拥有完全的法律权力和授权签署并履行本协议及相关补充协议。
c. Each party acknowledges that it may not negotiate on behalf of the other party or sign or commit to any contract and/or agreement or enter into any partnership with any third party in relation to the business herein.
各方确认,不得代表对方就本协议项下业务与任何第三方进行谈判,或签署或者承诺任何合 同和 /或协议,或达成任何合伙安排。
10. ASSIGNMENT OF AGREEMENT 协议的转让
Neither party may assign any rights or obligations hereunder to any third party unless a written consent from the other party has been obtained.
除非获得对方书面同意,任何一方不得将本协议项下的权利和义务向任何第三人转让。
11. EXCLUSIVE CLAUSE 排他性条款
The Parties hereby agree that the scope of cooperation under this Agreement shall be on a
各方在此同意,在本协议有效期内本协议项下的合作范围应为 排他性 的,且本协议禁止各方单独或与 任何第三方合作,无论是在中国或在其他地方进行 Arrow Energy Ltd公司煤层气项目工作。
12. BREACH OF CONTRACT 违约责任
Either Party hereto (the “ Defaultin g Party”) that violates its obligations under this Contract or whose representations and warranties hereunder are untrue shall be deemed to have committed a breach hereunder, in which case, the Defaulting Partyshall compensate the non-defaulting party for all the losses (including the profit receivable after the performance of this Agreement) suffered by the non-defaulting party.
本合同任何一方(“ 违约方 ” )违反其在本合同项下的义务或作出的陈述和保证不真实,即构成违约。 如一方发生违约,则违约方应对非违约方因此而遭受的损失 (包括协议履行后可以获得的利润 ) 承担赔 偿责任。
13. MISCELLANEOUS 其它事项
a. Each provision of this Contract is intended to be severable, and the invalidity and illegality of any part of this Contract shall not affect the validity and legality of the remainder of this Contract.
本合同的每条规定均拟定为可分割的,本合同任何部分的无效或违法都不应影响本合同其余 部分的效力或合法性。
b. Neit her Party’s failure or delay in exercising its certain right, power or privilege under this Contract shall constitute a waiver by such party of such right, power or privilege, and such Party’s previous or partial exercise of a certain right, power or privilege shall not preclude the exercise of such right, power or privilege by such Party in the future.
如果一方未能行使或迟延行使其在本合同项下的某些权利、权力或特权,不构成该方对此项 权利、权力或特权的放弃,如果该方已经行使或者部分行使某项权利、权力或特权,并不妨 碍其在将来再次行使此项权利、权力或特权。
c. This Contract constitutes an entire agreement between the Parties with respect to the subject matter of this Contract and shall supersede all the prior discussions.
本合同就本合同的标的在双方之间构成了一个完整协议,其效力优于先前双方之间无论是口 头或是书面的所有讨论、协商和协定。
d. Both Parties hereto may enter into written supplemental agreements in relation to the matters not mentioned herein through negotiation. Supplemental agreements shall have equal legal effect of this Agreement. If there is any conflict between the agreements, the new agreements shall prevail.
未尽事宜双方协商解决并可签订书面补充协议。补充协议与本协议具有同等法律效力。如两 个协议有冲突,则以正式签订的新协议为准。
e. This Agreement is signed in both English and Chinese versions. Both language versions of this Agreement are of equal validity and effect . In case of any discrepancy, the English version shall prevail.
本协议以英文和中文写就。两种语言文本具有同等效力,如有不一致的情况,以英文文本为 准。
f. Any communication in relation to the performance of this Agreement shall be written in English and/or Chinese and properly served to the parties as set forth below:
任何与履行本协议有关的函件应以英文和 /或中文书写并请发送至以下地址:
中国石油集团工程设计有限责任公司西南分公司
Address : 25 Back Street Xiaoguanmiao, Chengdu, the PRC
中国成都小关庙后街 25号
Attn : Miao Hui 缪晖 Tel Number : 028-86014314
Mobile : 13808004933 Fax Number : 028-86014416
Email : miaohui@Party A.com
Address :
Attn : Tel Number :
Mobile : Fax Number :
Email :
If sent by mail, the notice shall be deemed effectively delivered on the fifth (5th ) Day after the date of posting; if sent by facsimile, the notice shall be deemed effectively delivered on the first (1st ) Day following the date of transmission as indicated by the transmission report; if sent by e-mail, the notice shall be deemed effectively delivered on the date immediately following the date of transmission by the e-mail server.
如果以邮政专递的方式发送,那么在信函交给递送服务方后五 (5)天将视为通知或信函的收到日;如 果以传真发送,则在有传真报告为证时,发出传真后一 (1)天将视为收到日;如果以电子邮件发送, 则电子邮件服务器传送当天的第二天视为收到日。
d. This Agreement is executed in two (2) originals and each party shall hold one (1) original. 本协议原件一式 2份,双方各执 1份。
IN WITNESS WHEREOF the Parties have hereunto set their hands. 兹证明本协议双方在此签署本协议。
SIGNED by
for and on behalf of
中国石油集团工程设计有限责任公司西 南分公司
in the presence of: ) ) ) ) ) )
SIGNED by
for and on behalf of in the presence of: ) ) ) ) )
范文二：保密协议(英文版)
MUTUAL NONDISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement, effective as of2005, is being entered into betweenand[insertcorrect company name and address](“Company") relativetoConfidiential Information supplied to CitectPty. Ltd's China operations “Citect") for the
Contract No:Contract 003 for Software Supply and Serviceseffective October 15, 2003.
1, The Company and ESI each agree not to divulge tothird parties, without the prior written consent of the other,any confidential information obtained from or through theother in connection with the performance of this Agreement(the“Confidential Information". including the terms of thisAgreement. Confidential Information may include, withoutlimitation, trade secrets, processes, formulae, source codematerials, specifications, programs, software packages,test results, technical know-how, methods and proceduresof operation, business or marketing plans, customer lists,proposals, and licensed documentation. The Company andESI hereby confirm that they will not use any confidentialInformation of the other party, except in furtherance of thepurpose(s) set forth hereinabove, and agree that each willalso take all reasonable steps to prevent its employees andconsultants from using or disclosing any of the otherparty's Confidential Information except as required for theperformance of their duties hereunder. ESI and theCompany will mark all Confidential Information with theword "Confidential" and will instruct their employees toidentify as confidential any such information which is not inwritten form. Any information disclosed orally shall befollowed by a written confirmation thereof,specifying thedate and subject of the disclosure, within
thirty (30) days.
2. Information shall not be considered confidential if it:
a. is contained in a printed publication prior to the dateof this Agreement; or
b. is or becomes publicly known through no wrongfulact or failure to act on the part of the receiving party; or
C. is rightfully known by the receiving party without anyproprietary restrictions at the time of receipt of suchinformation from the disclosing party or becomes rightfullyknown to the receiving party without proprietary restrictionsfrom a source other than a party to this Agreement; or
d. is required by law to be disclosed by the receivingparty; provided that the receiving party promptly notifiesthe other party and takes reasonable steps to limit suchdisclosure permissible under law; or
e. is independently developed by any employee oragent of the receiving party who has not had access to orbeen informed of the information in question.
3. Information disclosed under this Agreement shallnot be deemed to be within the foregoing exceptionsmerely because such information is embrace moregeneral information in the public domain or in the receivingparty's possession. In addition, any combination offeatures shall not be deemed to be within the foregoingexceptions merely because individual features are in thepublic domain or in the receiving party's possession, butonly if the combination itself and its principle of operationare in the public domain or in the receiving party'spossession.
4．Unlessor the Company requests otherwise,each party may destroy the other party's ConfidentialInformation in its possession after it is no longer
requiredby the parties in furtherance of the purposes set forthhereinabove. Upon the request of either party, each partywill deliver to the other party and erase from the memory its computer and computer storage devices, or render nonreadable all remaining materials belonging to the otherparty and any copies or abstracts thereof, whether or not ofa confidential nature.
5. Neither the execution of this Agreement nor thefurnishing of Confidential Information by either party shallbe construed as granting to the receiving party eitherexpressly, by implication, estoppel, or otherwise, anylicense or right to make any use of any such ConfidentialInformation, except as otherwise provided herein, and thereceiving party agrees that neither it nor any of itssubsidiaries, affiliates, officers, directors, employees,agents or representatives will make use thereof without thespecific and express written consent of the disclosing partyprior to such use. Furthermore, the receiving party agreesthat Confidential Information disclosed hereunder is thesole property of the disclosing party and that the receivingparty has no proprietary interest therein whatsoever.
6. Except as otherwise agreed in writing by the partiesand subject to the confidentiality restrictions containedherein, the parties agree that either party may meet,exchange information, enter into agreements, and conductbusiness relationships of any kind with third parties to theexclusion of the other party hereto relating to projectswhich are the same or similar to those described above.
Subject to the terms and conditions of this Agreement andexcept as otherwise agreed to in writin by the parties,discussion and/or communications between the partieshereto will not impair the right of either party to develop,make, use, procure, and/or market products or servicesnow or in the future that may be
competitive with thoseoffered by the other, nor to develop and provide products tocompetitors of the other party, nor require either party todisclose any planning or other information to the other.Neither party has made any commitment hereunder to theother regarding the consummation of any proposedbusiness relationship and each party will bear its own costsand expenses in connection with this Agreement whetheror not such a relationship is consummated.
7. The parties agree that any and all ConfidentialInformation shall be exported outside the United Statesonly in compliance with all applicable United States exportcontrol laws. The receiving party will not directly orindirectly use or re-export disclosed ConfidentialInformation in any manner contrary to U.S. export laws andregulations, including but not limited to use in nuclear,chemical/biological warfare and/or missile activities. Thereceiving party also agrees that it will not, without firstprocuring a BXA license or License Exception, (a)re-export or release any disclosed Confidential Informationto a national of a country in Country code D:1 or E:2; nor
(b) export to Country Groups D:1 0r E:2 the direct productof the disclosed Confidential Information, if such foreignproduced product is subject to national security controls asidentified on the commerce Control List (See GeneralProhibition ThreeSec.736.2(b)(3) of the ExportAdministration Regulations). The obligations of this section7 shall survive any expiration or termination of thisAgreement.
8. The nondisclosure obligations of both parties underthis Agreement shall terminate on the earlier of five(5)years from the date of disclosure or when the informationis no longer confidential.
9. This Agreement shall be construed according to thelaws of the State of
Texas. The state and federal courts inthe State of Texas shall have jurisdiction over any suit orproceeding brought in connection with this Agreement.
10. This Agreement sets forth the entire agreementand understanding between the Partiesastoconfidentiality and non-disclosure of ConfidentialInformation and supersedes, cancels, and merges allagreements, negotiations, commitments, writings, anddiscussions between them as to the subject matter prior tothe date of this Agreement. No chance, modification,alteration or addition to any provision hereof shall bebinding unless in writing and signed by an authorizedrepresentative of both Parties.
范文三：合作协议(英文版)
2011年2月日
Between
由
And
与
COOPERATION AGREEMENT
合作协议
TABLE OF CONTENTS
目录
CLAUSE HEADEING PAGE
1. Cooperation Background合作背景
2. Scope of Cooperation 合作范围
3. Mode of Cooperation 合作方式
4. Payment Distribution 费用划分
5. Liabilities 责任
6. Confidentiality 保密
7. Governing Law and Settlement of Disputes 管辖法律和争议解决
8. Term of this Agreement 协议有效期
9. Representations and Warranties陈述与保证
10. A ssignment of Agreement 协议的转让
11. E xclusive Clause 排他性条款
12. B reach of Contract 违约责任、
13. M iscellaneous 其他事项
Cooperation Agreement
合作协议
THIS AGREEMENT (“this Agreement ”) is made and entered into in ,on 2011,.by and between
(1) (“PARTY A”);and
(2) (“”)
In relation to jointly undertaking of Engineering ,Procurement and Construction (EPC) of Coal bed gas treatment facilities projects of
简称（“PARTY A”）; 与就联合承担煤层气项目处理设施的设计、采购、施工（EPC ）总承包工作事宜于2011年3月日在
签订本合作协议，以资共同遵守。
1. COOPERAION BACK GROUND 合作背景
Whereas
Whereas PARTY A is in the leading position in the gas industry of China and has, in particular, experience and track record in the areas of gas gating& transmission ,gas treatment & sweeting;
Whereas both parties desire to make use of their respective strengths and to undertake projects of Arrow Energy Ltd such as EPC of Coal bed gas treatment facilities in Queensland ,Australia.
鉴于公司，其在承揽中的优势；
鉴于 PATTY A 在中国天气领域处于领先地位，尤其在天然气集输处理及甜化方面的经验和业绩；
鉴于上方均希望利用各自的优势，强强联合，共同承揽并完成煤层气项目处理设施的EPC 工程总承包工作。
2. SCOPE OF COOPERATION 合作范围
a. The scope of cooperation shall be Project Tender ,FEED, Basic and Detail Engineering, Project Management ,Fabrication Supervision ,Procurement ,Construction ,Installation,
Commissioning and Warranty of such projects as mentioned above.
双方的合作范围包括：上述项目的投标、FEED 、基础设计、详细设计、项目管理、设备监造、采购、施工、安装、试运行及质保等工作。
b. In the term of operation ,each party shall appoint four representatives to establish a Joint Management Committee(“JMC ”).The JMC shall exercise the following powers;
双方在合作期限内将组成一个联合管理委员会，由双方各委派四名代表组成。联合
管理委员会行使以下职权：
(i) To gather market intelligence
收集市场信息；
(ii) To tender for the agreed projects
为经批准的项目投标；
(iii) To jointly establish project objective strategies; and
为目标项目共同决策；和
(iv) To decide on the matters that both parties fail to reach a consensus,
对双方无法达成一致的事项进行决定。
c. The JMC shall comprise eight (8) members, of whom four(4) shall be appointed by PARTY
A and four (4) shall be appointed by 联合管理委员会应由8名成员组成，其中PARTY A应委派4名成员。
d. Any member of the JMC may be removed and replaced by the original appointing party
by giving a 30 days’ prior notice in writing to the other Party.
原委派方可通过向对方提前30天发出书面通知替换其向联合委员会委派的任何成
员。
e. For the convenience of JMC management and operational efficiency, at least 1JMC
members of each party shall be able to use both Mandarin and English proficiently.
为方便联合管理委员会管理，提高运行效率，双方委派人员中至少有1人能同时熟
练使用中、英文。
f. The member of the JMC shall elect a coordinator of the JMC(“Coordinator ”). The
Coordinator shall prepare the agenda for every JMC meeting and will convene and
preside over such meetings. If the Coordinator is unable to convene the JMC meeting ,
he shall authorize any other member of the JMC to convene and preside over the
meeting.
联合管理委员会应选举一名协调人。该协调人应制定联合管理委员会会议议程，并
召集和主持联合管理委员会会议，如该协调人不能召集时，应委托联合管理委员会
其他成员召集和主持联合管理委员会会议。
g. The rules of the JMC meetings shall be adopted by the JMC.
联合管理委员会应通过联合管理会会议的规则
h. Both Parties agree that this Agreement only sets out the general principles of the
cooperation between the Parties and a detailed project agreement will be executed
between PARTY A and or between PARTY A and with the owner or Client for Coal bed
gas project ,and such detailed project agreement will set out the terms and conditions
for both Parties to cooperate on the specific project including the duties and
responsibilities each party will bear in such specific project.
双方同意本协议仅规定了双方之间合作的原则，PARTY A和将就与每一个合作项目签
署或PARTY A 和将就每一个合作项目与业主或客户签署一份详细的项目协议。该项
目协议将规定双方在具体项目上进行合作的条款和条件，包括各方所承担的职责和
责任。
3. MODE OF COOPERATION 合作方式
a. Joint Design 联合设计
（i ） Both parties may enter into the relevant agreement in relation to each
cooperative project so as to determine their respective work scope and
matrix.PARTY A acknowledges that it possesses the relevant PRC qualifications
to engage in the contracting and design work of each project herein.(Party B )
acknowledges that it possesses the relevant Australian qualifications to engage
in the contracting and design work of each project herein .
双方可针对每一个合作项目签署相关协议以确定双方的工作范围和工作量。
PARTY A确认，其拥有完全的中华人民共和国相关资质从事本协议项下个性
工程的成本与设计工作。（乙方）确认，其拥有完全的澳大利亚相关资质从
事本协议项下各项工程的承包与设计工作。
（ii ） Both parties shall complete their own design work according to their wok scope
and workload.
根据双方工作范围及工作量的划分，双方各自完成所属范围内的工作。
（iii ） As required by the projects ,the joint designing work can be conducted in the
headquarter of either or PARTY A or some other places agreed by both
parties in writing .
根据工程项目需要，联合设计工作可以在公司总部进行，也可以在PARTY A
本部进行，或双方书面约定的其他地点进行。
b. Joint Procurement 联合采购
According to their respective advantages and the features of the projects, will be in
charge of the procurement of equipment and materials from overseas suppliers/vendors
and PARTY A will be in charge of the procurement of equipment and materials in China.
根据各自的优势，针对已承担总承包项目特点，负责从国外供应商/卖方购买设备及材料的采购工作，PARTY A 负责在中国国内购买设备和材料的采购工作。
c. Staff Secondment劳务派遣
Both parties may second relevant technical personnel or project management staff to the
work site of the other party so as to carry out the projects according to the necessity and
features of the projects .Relevant expenses incurred here from shall be listed as the cost of
each project and shall be borne by both parties ,as agreed by the JMC.
根据已承担项目的特点和需要，双方可互为派遣相关技术或项目管理人员赴对方工作所
在的执行项目的具体工作。因此而产生的相关费用将作为各项目总收入的成本并经联合
管理委员会同意由双方共同承担。
4. PAYMENT DISTRIBUTION费用分配
a. The JMC shall assess the revenue that each Party will be entitled to according to the
workload and original pricing proposed by each party on job to job basis.
联合管理委员会将在具体项目的基础上根据各方承担的项目工作量并综合各方的响应
原始报价来确定各方应获得的收入。
b. The parties shall undertake projects with in the sphere of this frameswork agreement and
shall enter into contract for each cooperation project to determine the fees,revenue and
income each party is entitled to .
双方将在本框架协议内共同承揽项目，针对每一个合作项目分别签订去热双方费用和收
入合同。
5. Liabilities 责任
Both Parties agree that the liabilities that each party shall bear for each project will be
agreed by the Patties in the project agreement ad mentioned in Clause2 (h) above
双方同意各方对美国项目应承担的责任将由双方在上述第二条第（h ）款所提到的项目协议中约定。
6. CONFIDENTIALITY 保密
a. Each of the Parties hereto agree to keep strictly secret and confidential ,and under no
circumstances to disclose to any person or entity which is not a party hereto,any materials
and information (the “Confidential information ”) arising from or in connection with this
Agreement unless disclosure of such information is expressly permitted by the prior written
consent in writing of the other party.
各方在此同意对因本协议引起的，或与本协议有关的任何材料和信息（“保密信息”）应
严格保守秘密，并且在任何情况下，任何一方均不向任何非本协议方的人或实体透露该
类保密信息，除非该类保密信息的披露是经过另一方明确书面同意。
b. Notwithstanding Clause 6.a, the confidentiality obligation under Clause 6.a shall not apply
to :
无论是第6.1条有何规定，第6.1条之保密以后不适用于以下情况
(a) Any information obtained from either Party hereto which becomes generally known to
the public ,other than by reason of any willful or negligent act or omission of such party
or any of its agents ,advisers, directors, officers, employees or representatives
从任何一方获得的信息，该信息已成为公开信息，因该方或其代理人、顾问、董事、
高级职员、雇员或代表故意或过失行为或疏忽照成的除外；
(b) Any information which is required to be disclosed pursuant to any applicable laws or to
any competent governmental or statutory authority or pursuant to rules or regulations
of any relevant regulatory ,administrative or supervisory body(including without
limitation any relevant stock exchange or securities council);
该信息的披露，是按照任何适用的法律或任何主管政府或法定机构的傲气或根据任
何有关主管、行政或监管机构（包括但不限于任何相关的证券交易所或证券委员会）
的规定及规则所作出的；
(c) Any information which is required to be disclosed pursuant to any legal process issued by
any court or tribunal whether in Singapore or elsewhere; and
根据新加坡或其他任何地区法院或裁判处所发表的法律程序所要求披露的任何信息，
及
(d) Any information disclosed by either of the Parties hereto to their respective bankers,
financial advisers, consultants and legal or other advisers for the purpose of this
Agreement on a need to know basis.
由任何一方为本协议之目的而向其各自银行、财务顾问、咨询专家、法律顾问或其
他顾问披露的任何信息，但仅限于所需知道的范围。
c. The obligations contained in this Clause 6 shall endure ,notwithstanding the termination of
this Agreement, without limit in point of time except and until any Confidential Information
enters the public domain as set out above
无论本协议是否终止，本章第6条所包含的一位应无限制的持续有效，除非且知道任何
保密信息根据上述的规定进入公众领域。
7. GOVERNIMG LAW AND SETTMENT OF DISPUTES管辖法律和争
议解决
a. This Agreement shall be governed by and construed in accordance with the laws of the PRC
本协议应受中华人民共和国法律管辖并根据其解释。
b. A ny dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination. shall be settled by both parties through friendly negotiation. If both parties fail to settle such dispute within sixty (60) days, it shall be referred to and finally resolved by the appointed arbitration center in the county where the leading party of the specific project is registered in accordance with the arbitration rules of that arbitration centre for the time being in force. For the sake of convenience, the appointed arbitration centers are China International Economic and Trade Arbitration Commission located in Beijing in China and ____________________________________in Australia. The arbitration tribunal shall be composed of three (3) arbitrators, of whom the Party requesting arbitration and the Party defending arbitration shall each appoint one (1). and the third one shall be jointly selected by the two arbitrators. The arbitral award shall be final and binding upon the Parties. The Parties in dispute agree to waive any objection to or defense against such arbitral award to the extent permitted by law. During the arbitration, the Parties shall continue the performance of the remaining terms of this Contract except for the disputed part or the part affected by the arbitration directly and materially.
凡因本协议而产生的或与之有关的任何争议，包括本协议的存续、效力或终止等任何问题，应由双方友好协商解决。若自争议发生起六十（60）天内协商解决不成，应提交具体项目牵头执行单位所在国家的指定仲裁中心按其现行有效的仲裁规则进行最终仲裁。为方便本协议执行，在此指定中国仲裁中心为设在北京的中国国际经济贸易仲裁委员会，澳大利亚仲裁中心为__________________________。仲裁庭由三（3）名仲裁员组成。提出仲裁的一方和进行答辩的另一方各指定一(1）名仲裁员。第三名仲裁员由己指定的两名仲裁员选定。仲裁裁决是终局的，对争议双方均有拘束力。争议方同意在法律允许的范围内放弃对该裁决的任何质疑或抗辩。仲裁进行期间，除正在进行仲裁的部分或直接和实质地受仲裁影响的部分外，本合同应根据其余条款得以继续履行。
8. T ERM OF THIS AGREEMENT 协议有效期
ThisAgreementshalltakeeffectupon ex ecutionandsealingbytherepresentativesofbothparties ands h all c ontin u e tob e va lidtill 31 December 2015.
本协议自双方代表签字盖章之日起生效，有效期至 2015 年 12 月 31 日。
9. REPRESENTATIONSANDWARRANTIES 陈述与保证
a. Party B acknowledges that it is a limited liability company dulyincorporated and
validly existing under the applicable laws.
各方确认，其系按照其适用法律合法设立、具有法人资格、合法存续的有限责任公司。
b. Eachpartyacknowledgesthatitpossessesfullpowersandauthoritiestoe x ecuteandperformt
hisAgreementandrelevantsupplementalagreements.
各方确认，其各自拥有完全的法律权力和授权签署并履行本协议及相关补充协议。
c. Each party acknowledges that it may not negotiate on behalf of the other
party or sign or commit to any contract and/or agreement or enter into any partnership
with any third party in relation to the business herein.
各方确认，不得代表对方就本协议项下业务与任何第三方进行谈判，或签署或者承
诺任何合同和／或协议，或达成任何合伙安排。
10. ASSIGNMENTOFAGREEMENT 协议的转让
Neitherpartymayassignanyrightsorobligationshereundertoanythirdpartyunlessawrittenconsent
fromtheotherpartyhasbeenobtained .
除非获得对方书面同意，任何一方不得将本协议项下的权利和义务向任何第三人转让。
11. EXCLUSIVE CLAUSE 排他性条款
The Parties hereby agree that the scope of cooperation under this Agreement shall be on a ”exclusive” basis and that everything in this Agreement shall prohibit any of the Parties from pursuing Arrow Energy Ltd Coal Bed Gas projects by itself or cooperation with the third parties whether in China or otherwise during the term of this Agreement.
各方在此同意，在本协议有效内本协议项下的合作范围应为排他性的，且本协议禁止各方
单独或与任何第三方合作，无论是在中国或在其他地方进行Arrow Energy Ltd 公司煤层
气项目工作。
12. BREACH OF CONTRACT违约责任
EitherPartyhereto(the“DefaultingParty ”)
thisContractorwhose
ll compensate thenon-defaultingparty
forallthelo ss es (includingthe profitreceivable after the performan c e o f this Agreement )
suff e redbythenon-defaultingparty.
本合同 任何 一方（“违约方”）违反其在本合同项下的义务或作出的陈述和保证不真实，
即构成违约。如二方发生违约，则违约方应对非违约方因此而遭受的损失（包括协议履行后
可以获得的利润）承担赔偿责任。 thatviolatesits ob l igations under representationsandwarrantieshereunderare untrueshallbedeemedtohavecommittedabreachhereunder,inwhichcase , theDefaultingPartysha
13. MISCELLANEOUS 其它事项
a. EachprovisionofthisContractis i ntendedtobeseverable, and theinvalidityandillegalityofanypart
ofthisContract shall notaffectthevalidityandlegalityoftheremainderof t hisContract.
本合同的每条规定均拟定为可分割的，本合同任何部分的无效或违法都不应影响本合同
其余部分的效力或合法性。
b. NeitherParty ’sfailur eordelayinexercisingitscertainright , power orpriv i legeunderthisContractshal
lconstituteawaiverby such partyofsuchright,power or privilege, andsuch Party ’spr eviousor
par tialexerciseofa certain right , powerorprivilege shall notprecludetheexerciseofsuchright , powe rorprivilegebysuchPartyinthefuture.
如果一方未能行使或迟延行使其在本合同项下的某些权利、权力或特权，不构成该方对此项权利、权力或特权的放弃，如果该方已经行使或者部分行使某项权利、权力或特权，并不妨碍其在将来再次行使此项权利、权力或特权。
c.ThisContractconstitutesanentireagreementbetween the Part i eswithrespectto the subjectm atterofthisContr actandshallsupersedeallthepriordiscussions .
本合同就本合同的标的在双方之间构成了一个完整协议，其效力优于先前双方之间无论是口头或是书面的所有讨论、协商和协定。
c. BothPartiesheretomayenterintowrittensupplementalagreements i nrelationto the mattersn
otmentionedhereinthroughnegotiation.Supplemental agreementsshall haveequallegaleffec tofthisAgreement.Ifthereisanyconflictbetweenthe agreements, thenew
agreementsshallprevail.
未尽事直双方协商解决并可签订书面补充协议。补充协议与本协议具有同等法律效力。如两个协议有冲突，则以正式签订的新协议为准。
d. ThisAgreementissignedinbothEnglishandChineseversions.BothlanguageversionsofthisAgre
ementareofequal validity andeffect.Incaseofanydiscrepancy,theEnglishversionshallprevail. 本协议以英文和中文写就。两种语言文本具有同等效力，如有不一致的情况，以英文文本为准。
e. AnycommunicationinrelationtotheperformanceofthisAgreementshallbewritteninEnglishan
d/orChineseandproperlyservedtothepartiesassetforthbelow:
任何与履行本协议有关的函件应以英文和 或中／ 文书写井请发送至以下 地 址： PARTYA 中国石油集团工程设计有限责任公司西南分公司
Address ：25BackStreet Xiaoguanmiao, Chengdu , thePRC
中国成都小关庙后街25号
Attn : MiaoHui 缪晖
Mobile : 13808004933
Email : miaohui@PartyA.com
Address ：
Attn : Tel Number I : Tel Number I :028-86014314 Fa x Number :028-86014416
Mobile :
Email : Fa x Number :
I fsentbymail , thenoticeshallbedeemedeffectivelydeliveredonthefifth (51h)Dayafterthedateo fposting;i fsentbyfacsimile , thenoticeshallbedeemedeffectivelydeliveredonthefirst(151) Dayfollo wingthedateoftransmissionasindicatedbythetransmissionrepor t;ifsentbye-mai l, the
noticeshallbedeemedeffectivelydeliveredonthedateimmediatelyfollowingthedateoftransmissi onbythee-mailserver.
如果以邮政专边的方式发送，那么在信函交给递送服务方后五（5）天将视为通知或信函的收到日：如果以传真发送，则在有传真报告为证时，发出传真后一（1）天将视为收到H ；如果以电子邮件发送，则电子邮件服务器传送当天的第二天视为收到日。
d. ThisAgreementisexecutedintwo(2) originalsandeachpartyshallholdone(1)original.
本协议原件一式 2 份，双方各执1份。
I NWITNESSWHEREOF theParteshavehereunto set theirhands .
兹证明本协议双方在此签署本协议。
PARTYA:
SIGNEDby )
forandonbehalf of )
中国石油集团工程设计有限责任公司)
西南分公司)
inthepresenceof: )
SIGNEDby )
forandonbehalfof )
inthepresenceof : )
范文四：保密协议英文版
Non-Disclosure Agreement (NDA), Confidentiality Agreement
XXXL
CONFIDENTIAL DISCLOSURE AGREEMENT
THIS AGREEMENT dated Feb.4th , 2015, by and betweenXXX, a Hong Kong Corporation (“XX ”) and ____________(“Recipient ”).
WHEREAS, XXX and Recipient, for their mutual benefit and pursuant to a working relationship which has been or may be established, anticipate that XXX may disclose or deliver to a working relationship which has been or may be established, anticipate that XXX may disclose or deliver to Recipient documents,
components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to marketing, finance,
forecasts, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by XXX, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”); and
WHEREAS, XXX desires to assure that the confidentiality of any Proprietary Information is maintained; NOW, THEREFORE, in consideration of the foregoing premises, and the mutual convenants contained herein, XXX and Recipient hereby agree as follows:
1. For a period of thirty-six (36) months from the date hereof, Recipient shall hold in trust and confidence, and not disclose to others or use for Recipient's own benefit or for the benefit of another, any Proprietary Information which is disclosed to Recipient by XXX at any time between the date hereof and twelve (12) months thereafter. Recipient shall disclose Proprietary Information received under this Agreement to person within its organization only if such persons (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Proprietary Information. This paragraph 1 shall survive and continue after any
expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
2. The undertakings and obligations of Recipient under this Agreement shall not apply to any Proprietary Information which: (a) is described in an issued patent anywhere in the world, is disclosed in a printed
publication available to the public, or is otherwise in the public domain through no action or fault of Recipient; (b) is generally disclosed to third parties by XXX without restriction on such third parties, or is approved for release by written authorization of XXX; (c) if not designated “confidential” at the time of first disclosure
hereunder, or is not later designated in writing by XXX within thirty (30) days from disclosure to Recipient to be of a secret, confidential or proprietary nature; or (d) is shown to XXX by Recipient, within ten (10) days from disclosure, by underlying documentation to have been known by Recipient before receipt from XXX and/or to have been developed by Recipient completely independent of any disclosure by XXX.
3. Title to all property received by Recipient from XXX, including all Proprietary Information, shall remain at all times the sole property of XXX, and this Agreement shall not be construed to grant to Recipient any patents, licenses or similar rights to such property and Proprietary Information disclosed to Recipient hereunder.
4. Recipient shall, upon request of XXX, return to XXX all documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to Recipient, and all copies and reproductions thereof.
5. The parties further agree to the following terms and conditions:
i. Any breach by Recipient of any of Recipient's obligations under this Agreement will result in irreparable inquiry to XXX for which damages and other legal remedies will be inadequate. In seeking enforcement of
any of these obligations, XXX will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief to prevent, discontinue and/or restrain the breach of this Agreement. ii. If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or
unenforceability, and the other provisions of this Agreement shall not be affected thereby.
iii. In any dispute over whether information or matter is Proprietary Information hereunder, it shall be the burden of Recipient to show both that such contested information or matter is not Proprietary Information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act or successor or similar law in effect in the State of (your state).
iv. No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. v. This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
vi. This Agreement is governed by and will be construed in accordance with the laws of the State of (your state), and the courts of (your state) shall be the exclusive forum.
vii. This Agreement is in addition to any prior written agreement between XXX and Recipient relating to the subject matter of this agreement; in the event of any disparity or conflict between the provision of such
agreements, the provision which is more protective of Proprietary Information shall control. This Agreement may not be modified, in whole or in part, except by an agreement in writing signed by XXX and Recipient. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. XXX TECHNOLOGY LIMITED
By: ______________________
Signature
______________________
Printed Name
______________________
Title
RECIPIENT
By: ______________________
Signature
______________________
Printed Name
______________________
Title
范文五：保密协议英文版
MUTUAL NON-DISCLOSURE AGREEMENT (NDA)
THIS AGREEMENT, made this ________ day of _________________ 2011 (the “Effective Date”),
between
, a Chinese corporation having its principal office at Shanghai 200131, P.R.C (hereinafter referred to as “”)
and
__________________________ a ____________________ [Country] Corporation having its principal office at ________________________________________________________________________________[Address]
(hereinafter referred to as “Company”).
WITNESSETH
WHEREAS, both parties, for their mutual benefit, desire to disclose to the other certain specifications, designs, plans, drawings, software, data, prototypes, or other business and/or technical information related to production equipment and process technology for ___________________________________ (hereinafter referred as the
“Project”) not currently disclosed by the applicable patents which is proprietary to the disclosing party.
WHEREAS, both parties disclose certain areas of said proprietary data to each other on the condition that the other does not disclose the same to any third party nor make use thereof in any manner except for the evaluation and specification relating to the Project.
NOW, THEREFORE, the parties hereto agree as follows:
Article 1, DEFINITIONS
“Confidential Information” shall mean any information received from the disclosing party which is marked as “CONFIDENTIAL” and/or “PROPRIETARY”.
Information initially furnished orally or visually which was identified by the disclosing party as confidential and/or proprietary at the time of disclosure shall be confirmed by the disclosing party as Confidential Information in writing with accompanying letter or per e-mail within fifteen (15) days of its initial disclosure.
An Affiliated Company is any corporation, company, or other entity, which: (i) is controlled by a party to this Agreement; or (ii) controls a party; or (iii) is under common control with a party. For this purpose “control” means ownership or control, direct or indirect, of more than fifty percent (50%) of the controlled entity’s shares or
ownership interest representing the right to make decisions for such entity. An entity is considered an Affiliated Company only so long as such ownership or control exists. Confidential Information disclosed or received by an
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Affiliated Company of a party shall be considered as information disclosed or received by the party itself and shall be subject to the terms and conditions of this Agreement.
Article 2, TREATMENT IN CONFIDENCE
Except as provided in Article 3 hereof, the parties agree that, during a period of five (5) years from the date of receipt of any Confidential Information hereunder and unless the disclosing party gives its prior written authorization, to the following:
a) Not to use the Confidential Information of the disclosing party for its own use or for any purpose except for
valuation or specification of the Project.
b) Not to disclose the Confidential Information of the disclosing party to any other person other than its directors,
officers and employees and Affiliated Companies having a need-to-know who are directly involved in the
intended evaluation and specification or the decision whether or not to pursue it, provided, however, that the
receiving party shall be responsible for any failure of such persons and Affiliated Companies to keep
confidential all Confidential Information disclosed by the other party and any failure of such persons to comply
with the terms of this Agreement, and the receiving party shall cooperate with the disclosing party in enforcing
the rights of the disclosing party in connection with a breach of this Agreement.
c) To take reasonable security measures and use care to preserve and protect the security of, and to avoid
disclosure or use of the Confidential Information of the disclosing party and to store and save all confidential
files in reasonable protected directories not being accessible to personnel other than those mentioned in lit. b
above.
d) To refrain from copying or reproducing the documents or electronic files that embody Confidential Information,
unless as necessary for evaluation or specification of the Project.
e) To refrain from reverse engineering, disassembling or decomposing any prototypes, software or other tangible
objects which embody Confidential Information of the disclosing party and which are provided to the receiving
party hereunder.
f) To promptly advise the disclosing party in writing of any misappropriation or misuse by any person of such
Confidential Information of the disclosing party which may come to its attention.
Article 3, EXCLUSIONS FROM PROTECTION
Confidential Information shall not be afforded the protection of this Agreement if such information: a) had, at the time of disclosure, been previously made public;
b) is made public after its disclosure, unless such publication is a breach of this Agreement or any other
agreement between the parties hereto;
c) was, prior to disclosure to the receiving party, already in the possession of the latter, provided that such prior
knowledge can be evidenced through receiving party’s appropriate written records;
d) was, subsequent to disclosure, obtained by the receiving party from a third party who is lawfully in possession
of such information and not in violation of any contractual, legal or fiduciary obligation to the disclosing party
NDA Page 2 / 5 Printed: 4/30/2013
with respect to such information which requires the receiving party to refrain from disclosing such information
to others;
e) is developed by the receiving party completely independently of any such disclosure by the disclosing party, as
evidenced by the receiving party’s written records;
f) is required to be disclosed in response to a valid order from a court, regulatory agency, or other governmental
body in any country, but only to the extent and for the purpose stated in such order; provided, however, that
the receiving party shall first notify the disclosing party in writing of the order and cooperate with the disclosing
party if it desires to seek an appropriate protective order, and further provided that confidentiality is otherwise
maintained by the receiving party after such disclosure; or
g) is approved for release by written authorization of the disclosing party.
Article 4, RETURN OF DOCUMENTS
Unless otherwise provided for in writing, all tangible information, including drawings, specifications and other information shall be promptly returned by the receiving party to the disclosing party, accompanied by all copies and translations of such documentation and information made by the receiving party and all electronic files containing Confidential Information of the disclosing party have to be deleted by the receiving party and the execution has to be confirmed to the disclosing party in writing, after the parties have evaluated and specified the Project or upon the request of the disclosing party at any time.
Article 5, NO RIGHTS GRANTED
All tangible information, including drawings, specifications and other information of the disclosing party which has been furnished to the receiving party hereunder shall remain the property of the disclosing party. The parties make no representations or warranties, express, implied or otherwise, regarding the accuracy, completeness or performance of any of its respective Confidential Information.
No rights or obligations other than those expressly recited shall be implied by this Agreement. No license is granted, directly or indirectly, under any patent, trademark, copyright, or trade secret. The parties agree that no joint venture or partnership is created by this Agreement, and no party shall be under any obligation to enter into any further agreements with any other party as a result of providing the Confidential Information contemplated hereby.
Article 6, TERM
This Agreement shall be effective for a period of two (2) years from the Effective Date of this Agreement, provided however, that the obligations pursuant to Article 2 above will survive the term of this Agreement to the extent as indicated and provided further that all other Articles shall remain in full force even after termination of this Agreement to the extent as commercially applicable.
Article 7, MISCELLANEOUS
Any modification or amendment to this Agreement must be stated in writing.
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If any one or more of the provisions of this Agreement or any part or parts thereof shall be declared or adjudged to be illegal, invalid or unenforceable under any applicable law, such illegality, invalidity or unenforceability shall not vitiate the remainder of this Agreement and the Agreement shall be construed as if such illegal, invalid or unenforceable provisions were omitted.
Forbearance, failure or delay in exercising any right under this Agreement shall not constitute a waiver thereof. Any single or partial exercise of a right under this Agreement shall not preclude any other or future exercise thereof, or the exercise of any other right or privilege.
Neither this Agreement nor any right under this Agreement may be transferred or assigned by either party without the prior written consent of the other party.
This Agreement and all questions rising hereunder shall be construed and interpreted according to the laws of the P.R.C. without giving effect to respective conflict of laws principles.
For any litigation arising from or in connection with this Agreement, the ordinary courts in the P.R.C. shall have jurisdiction, provided that shall always be permitted to bring any action or proceeding against Company in any court of competent jurisdiction worldwide.
In any action brought to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs actually incurred from the other parties. In addition to all other remedies provided at law or at equity, in the event of a breach or threatened breach of this Agreement, each party shall be entitled to both preliminary and permanent injunctions against any other party to prevent such breach or threatened breach by such party of any of the terms hereof. Each party hereby acknowledges the validity and enforceability of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives.
__________________________________ ___________________________________
Name: Name:
Title: Title:
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