Model Personal Confidentiality Agreement (6 copies in total) Part I Party A (Owner):
Mailing address:
Contact information:
Party B (addressee):
Mailing address:
Contact information:
Whereas, both parties are engaged in _ _ _ _ _ _ commercial projects; Whereas, during the implementation and cooperation of this project, Party A has provided Party B with relevant confidential information, which is legally owned by Party A; Whereas Party A wishes to effectively protect the confidential information mentioned in this agreement, the following agreement is hereby signed:
1, trade secret
The trade secrets mentioned in this contract include but are not limited to: technical scheme, engineering design, circuit design, manufacturing method, formula, process flow, technical indicators, computer software, database, research and development records, technical reports, test reports, experimental data, test results, drawings, samples, prototypes, models, molds, operation manuals, technical documents and relevant letters.
Other business secrets mentioned in this contract include, but are not limited to: customer name, customer address and contact information, demand information, marketing plan, procurement materials, pricing policy, purchase channels, production and sales strategies, pre-tender estimate and tender contents in bidding, personnel composition of the project team, cost budget, profitability and undisclosed financial information.
Other matters that Party A requires Party B to undertake confidentiality obligations according to laws and relevant agreements (such as technical contracts).
2. Secret sources
Any commercial, marketing, technical, operational data or other information obtained by Party B from Party A related to or generated by this project, no matter what form or carrier it is disclosed, whether it is oral, graphic or written, shows its confidentiality.
3, confidentiality obligations
Regarding Party A's business secrets, Party B hereby agrees:
(1) Strictly keep secrets and adopt all confidentiality measures and systems to protect them (including but not limited to the measures and systems adopted by Party B to protect its own business secrets);
(2) Do not disclose any business secrets to any third party;
(3) Never use the secret at any time except to perform the contract with the other party;
(4) Never copy or use the secret through reverse engineering. Party B shall sign a confidentiality agreement with employees and agents who are exposed to trade secrets, and the substance of this agreement shall be similar to this agreement.
4. Exception agreement
Party A agrees that the above terms are not applicable to the following situations:
(1) The trade secret has become or is becoming information accessible to the general public;
(2) It can be proved in writing that Party B is familiar with the technical data before receiving the technical data provided by Party A;
(3) Information legally provided to him by a third party;
(4) Party B did not use the technology independently developed by Party A's technical data.
Step 5 return information
At any time, as long as Party A's written request is received, Party B shall immediately return all trade secret materials and documents, including media containing trade secret materials and any or all copies or abstracts thereof. If the technical data is in an unreturnable form, or has been copied or transcribed into other data or carriers, it should be deleted.
6, confidentiality period
The validity period of this agreement is _ _ _ _ _ _ _ _.
7. Liability for breach of contract
(1) If Party B fails to perform the confidentiality obligations stipulated in Article 3 of this Agreement, but has not caused losses or serious consequences to Party A, it shall bear the liquidated damages not exceeding RMB _ _ _ _ _ _ _ _.
(2) Where Party A suffers losses or serious consequences due to Party B's violation of the agreement mentioned in the preceding paragraph, Party B shall bear the liability for breach of contract, and the compensation for losses is listed in Item 3 of this article;
(3) The compensation for losses mentioned in Item 2 of this Article includes:
A. The amount of loss compensation is the actual economic loss suffered by Party A due to Party B's breach of contract, and the calculation method is _ _ _ _ _ _ _ _ _ _;
B. If the loss of Party A is difficult to calculate according to the above calculation method, the amount of compensation for the loss shall not be less than _ _ _ _ _% of the investment expenses incurred by Party A on the business secrets of the project as the amount of compensation for the loss;
C reasonable expenses paid by Party A for investigating Party B's breach of contract;
D. Since Party B's breach of contract infringes Party A's right to trade secrets about the project, Party A may choose to require Party B to bear the liability for breach of contract according to this agreement, or it may choose to require Party B to bear the tort liability according to relevant national laws and regulations.
8. representations and warranties
Party A:
(1) Party A has the right to sign and have the ability to perform this contract;
(2) All procedures required for Party A to sign and perform this contract have been completed and are legal and effective;
(3) At the time of signing this contract, no court, arbitration institution, administrative organ or regulatory body has made any judgment, ruling, ruling or specific administrative act that may have a significant adverse impact on Party A's performance of this contract;
(4) The internal authorization procedures required for Party A to sign this contract have been completed. The signatory of this contract is the legal representative or authorized representative of Party A, and this contract is legally binding on both parties after it comes into effect.
Party B:
(1) Party B has the right to sign and have the ability to perform this contract;
(2) All procedures required for Party B to sign and perform this contract have been completed and are legal and effective;
(3) At the time of signing this contract, no court, arbitration institution, administrative organ or regulatory body has made any judgment, ruling, ruling or specific administrative act that may have a significant adverse impact on Party B's performance of this contract;
(4) The internal authorization procedures required for Party B to sign this contract have been completed, and the signatory of this contract is the legal representative or authorized representative of Party B. After this contract comes into effect, it is legally binding on both parties.
9. Force majeure
Force majeure as mentioned in this contract refers to unforeseeable, insurmountable and unavoidable objective events that have a significant impact on one party, including but not limited to natural disasters such as floods, earthquakes, fires and storms, and social events such as wars, turmoil and government actions.
If the contract cannot be performed due to force majeure, the party with force majeure shall immediately notify the other party of the accident in writing. And shall provide the details of the accident and the written information of the inability to perform the contract or the need to postpone the performance within _ _ _ _ _ _ _ _ _ _ years.
10, notification
(1) All notices required under this contract, document exchanges between both parties and notices and requirements related to this contract must be in written form and can be delivered by _ _ _ _ _ _ _ (letter, fax, telegram, face-to-face delivery, etc.). ). If the above methods cannot be delivered, it can be delivered by announcement;
(2) If one party changes its notice or mailing address, it shall notify the other party in writing within _ _ _ _ _ _ days from the date of change; Otherwise, the uninformed party shall bear the corresponding responsibilities arising therefrom.
1 1, dispute settlement
(1) This contract shall be governed by and interpreted in accordance with the laws of _ _ _ _ _ _ _.
(2) Disputes arising from the performance of this contract shall be settled through negotiation by both parties, or mediated by relevant departments; If negotiation or mediation fails, it shall be settled in the following _ _ _ _ _ _ _ way:
1. Submit to the _ _ _ _ Arbitration Commission for arbitration;
Bring a lawsuit to the people's court according to law.
12, explain
The understanding and interpretation of this contract should be based on the purpose of the contract and the original intention of the text. The title of this contract is only for the convenience of reading and shall not affect the interpretation of this contract.
13, supplements and accessories
Matters not covered in this contract shall be implemented in accordance with relevant laws and regulations. Where there are no provisions in laws and regulations, both parties may reach a written supplementary agreement. The annexes and supplementary agreements of this contract are an integral part of this contract and have the same legal effect as this contract.
14, contract validity
This contract shall come into effect as of the date when both parties or their legal representatives or authorized representatives sign and affix their official seals. The original contract was made on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party A (seal):
Legal representative (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (seal):
Legal representative (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Regarding the standard of liquidated damages, Article 23 of the Labor Contract Law stipulates that the employer and the employee may agree in the labor contract to keep the business secrets of the employer and confidential matters related to intellectual property rights.
For the workers who have the obligation of confidentiality, the employer may stipulate the non-competition clause with the workers in the labor contract or confidentiality agreement, and stipulate that after the labor contract is dissolved or terminated, the economic compensation will be paid to the workers on a monthly basis during the non-competition period. If the laborer violates the non-competition agreement, he shall pay liquidated damages to the employer in accordance with the agreement.
Model Confidentiality Agreement between Individuals (6 copies in total) Part III Party A (employee): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (enterprise): _ _ _ _ _ _ _ _ _ _ _ _
In view of Party A's employment of Party B and the corresponding remuneration paid by Party B, both parties have reached the following agreement on matters related to Party B's keeping business secrets during and after Party A's employment, for mutual compliance:
Article 1 Both parties confirm that Party A's inventions, creations, technical secrets or other business secrets arising from performing his duties or mainly using Party B's material and technical conditions and business information during his tenure at Party B belong to Party B.. ..
Article 2 Where Party A claims intellectual property rights for inventions, technical secrets or other business secrets related to Party B's business completed during Party B's tenure, it shall promptly declare to Party B.. ..
Article 3 During Party B's tenure, Party A must abide by any written or unwritten confidentiality rules and regulations formulated by Party B and perform the confidentiality duties corresponding to his post.
Article 4 Except for the need of performing duties, Party A promises not to let any third party (including other employees of Party B who are not allowed to know secrets according to the confidentiality system) know the technical secrets or other business secrets that belong to Party B or others, but which Party B promises to keep confidential, nor to use these secret information outside performing duties.
Article 5 Both parties agree that after Party A leaves his post, no matter what reason Party A leaves his post, he will still bear the same confidentiality obligation and the obligation not to use relevant confidential information as during his tenure.
The term for Party A to undertake the confidentiality obligation after leaving the company is _ _ _ _ _ _ _ years from the date of leaving the company.
Article 6 Party A promises that when performing its duties for Party B, it shall not use any technical secrets or other business secrets belonging to others without authorization, nor shall it commit any acts that may infringe upon the intellectual property rights of others without authorization.
If Party A violates the above commitments and Party B is accused of infringement by a third party, Party A shall bear all the expenses paid by Party B for responding to the lawsuit; If Party B bears the tort liability, it has the right to recover from Party A. The above-mentioned costs of responding to the lawsuit and tort compensation can be deducted from Party A's salary.
Article 7 If Party A infringes the intellectual property rights of others according to the specific requirements of Party B or in order to complete the specific tasks explicitly delivered by Party B when performing its duties, if Party B is accused of infringement by a third party, Party A will not bear the costs of responding to the lawsuit and compensation for infringement.
Article 8 Party A promises not to hold any position in other enterprises, institutions and social organizations that produce and operate similar products or provide similar services with Party B without the prior consent of Party B, including but not limited to shareholders, partners, directors, supervisors, managers, agents and consultants. ..
Article 9 Other business secrets mentioned in this contract include but are not limited to: customer list, marketing plan, purchasing materials, pricing policy, financial materials, purchase channels, etc.
Article 10 The term of office mentioned in this contract is marked by Party A's receiving salary from Party B, and the working years represented by the salary are the term of office.
The term "resignation" as mentioned in this contract shall be based on the time when either party clearly expresses the dissolution or resignation of the employment relationship. Party A's refusal to receive salary and stop performing duties shall be regarded as resignation.
Article 11 Any dispute arising from this contract, if negotiation fails, shall be submitted to the Arbitration Commission for arbitration.
Article 12 If Party A violates any clause of this contract, it shall pay Party B a one-time liquidated damages of RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Where Party A's breach of contract causes losses to Party B, Party A shall compensate Party B for the losses. Liquidated damages can not replace compensation for losses, but can be deducted from the amount of losses.
Article 13 This contract shall come into effect as of the date of signature or seal by both parties.
Article 14 If there is any conflict between this contract and the previous oral or written agreement between the two parties, this contract shall prevail. The modification of this contract must be made in written form agreed by both parties.
Party A (signature): _ _ _ _ _ _ _ _ _ _ _ _
ID number: _ _ _ _ _ _ _ _ _ _ _
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Tel: _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (seal): _ _ _ _ _ _ _ _ _ _ _ _
Legal representative (signature): _ _ _ _ _ _
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Tel: _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model confidentiality agreement between individuals (six summaries) Article 4 An employer and a laborer may agree in a labor contract to keep the employer's business secrets and confidential matters related to intellectual property rights. For the workers who have the obligation of confidentiality, the employer may stipulate the non-competition clause with the workers in the labor contract or confidentiality agreement, and stipulate that after the labor contract is dissolved or terminated, the economic compensation will be paid to the workers on a monthly basis during the non-competition period. If the laborer violates the non-competition agreement, he shall pay liquidated damages to the employer in accordance with the agreement. According to the law, during the period of non-competition, the employer shall give economic compensation to the workers on a monthly basis. Therefore, according to the relativity of rights and obligations, the employer has the right to let the workers keep secrets, and it is bound to fulfill the corresponding obligations (pay economic compensation), and the workers must also get corresponding compensation while fulfilling their confidentiality obligations.
By reading the article, I believe everyone is interested.
Model Confidentiality Agreement between Individuals (6 copies in total) Chapter 5 1. Both parties have full capacity for civil conduct.
2. The will is true and free, and there is no fraud, coercion, taking advantage of others' danger, major misunderstanding, etc.
3. The contents of the confidentiality agreement shall not violate the law. Mandatory provisions of administrative regulations shall not harm public interests.
4. Trade secrets exist effectively. Trade secrets refer to technical and commercial information that is unknown to the public, can bring economic benefits, is practical and has been kept secret. If there is no trade secret in the confidentiality agreement, the confidential object is lost.
Model confidentiality agreement between individuals (6 persons in total) 6 1, senior R&D personnel, technicians and management personnel; They either hold the core technology of the enterprise, or they are the main management work of the enterprise and hold the important business information of the enterprise. They are the main targets of signing confidentiality agreements.
2. General technical support personnel and skilled workers in key positions; Although they are not the most important personnel, they may be exposed to the core technology of the enterprise, so it is necessary to sign a confidentiality agreement with them.
3. Market planning and sales personnel; They are the implementers of business decisions and know the marketing plan and customer list of the enterprise, so the enterprise will also sign a confidentiality agreement with them.
4. Accountants, secretaries, security guards, etc. They may all know the business secrets of the enterprise because of their positions. If you don't sign a confidentiality agreement with them, it is likely to reveal the business secrets of the enterprise intentionally or unintentionally.
To sum up, only ordinary technicians and financial personnel need to sign a confidentiality agreement with the company. In the confidentiality agreement, the rights and obligations of both parties should be clearly stated, and the liability for compensation of workers who violate the agreement should be stipulated. The confidentiality agreement must be signed with the true will of both parties, otherwise it has no legal effect. The above is