This Non-Disclosure Agreement (the "Agreement") is made and entered into as of the later of the two signature dates below by and between xxxxxxx., a Delware corporation, and _________________.

IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Definition of Confidential Information and Exclusions.

(a) "Confidential Information" means nonpublic information that a party to this Agreement (“Disclosing Party”) designates as being confidential to the party that receives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. "Confidential Information" includes, without limitation, information in tangible or intangible form relating to and/or including all business, technical, and financial information (including, without limitation, specific customer requirements, customer and potential customer lists, marketing and promotional information, trade secret, copyright, and trademark information, and information concerning a party’s employees, agents, divisions, practices, policies, operations, and pricing information), as well as information received from others that Disclosing Party is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.

(b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party.

這種非公開協(xié)議（“協(xié)議”），這樣進入作為兩個低于XXXXXXXX的簽名與日期之后。一個德韋爾公司和_________________。



以雙方相互承諾，在本合約的條款及機密信息的相互披露的考慮，合同雙方達成協(xié)議如下：



1。保密信息的定義和排除。



（一）“機密信息”是指非公開信息，這樣一個協(xié)議（“披露方”）為根據(jù)黨的周圍情況保密，披露的一方收到這樣的信息（“接收方”），或其中指定應(yīng)該被視為機密的接受方。 “機密信息”包括但不限于，在有形或無形的有關(guān)和/或包括所有的業(yè)務(wù)，技術(shù)，金融信息（包括但不限形式的信息，特定的客戶需求，客戶和潛在客戶名單，營銷和促銷信息，商業(yè)秘密，版權(quán)和商標信息，以及有關(guān)當(dāng)事人的雇員，代理人，司，做法，政策，業(yè)務(wù)和價格信息），以及從其他方面收到的信息披露方有義務(wù)將其作為機密。除本協(xié)議另有說明，所謂“披露方”還包括了所有的會員和披露方，除非另有說明，所謂“接受方”也包括所有