Confidentiality 保密条款的翻译练习

Confidentiality

保密条款的翻译练习

翻译练习

1. Each Party undertakes with the other Party that it shall treat as strictly

confidential all information received or obtained by it or its employees,

agents or advisers as a result of ente- ring into or performing this Agreement

including

information

relating

to

the

provisions

of

this

Agreement,

the

negotiations

leading

up

to

this

Agreement,

the

subject

matter

of

this

Agreement or the business or affairs of the other Party or any member of

the

other

Party's

group

of

companies

and

that

it

shall

not

at

any

time

hereafter

make

use

of

or

disclose

or

divulge

to

any

person

any

such

information and shall use its best endeavors to prevent the publication or

disclosure of any such information.

2. From and after the date of this Agreement, Party A shall, and shall cause

its

affiliates

and

successors

to,

use

the

same

efforts

to

maintain

the

confidentiality of any Confidential Information as Party A used to maintain

the

confidentiality

of

such

information

prior

to

the

date

hereof.

Notwithstanding the foregoing, Party A and its affiliates and successors

shall, after prior notice to, and consultation with Party B, be permitted to

disclose any such Confidential Information to the extent legally required

or necessary for obtaining appropriate regulatory licenses or approvals.

3. All Proprietary Information disclosed by either Party or its affiliates to

the

CJV

in

accordance

with

the

provisions

of

this

Contract

and

the

Technology License Agreement and/ or the Trademark License Agreement

to be entered into between an affiliate of Party B and the CJV on or about

the date hereof substantially in the form attached hereto as Appendix X

shall be used by the CJV and its personnel solely for the CJV's account and

purposes. Each Party and any of its affiliates shall maintain the secrecy of

all Proprietary Information that may be disclosed or furnished to it by the

CJV or the other Party and its affiliates, and neither of the Parties or their

1

affiliates shall disclose or reveal any such Proprietary Information to any

third party without explicit written authorization from the other Party. Any

Proprietary Information obtained by the CJV or a Party or its affiliates may

be disclosed only to the designated employees of the CJV or that Party and

its affiliates whose duties so require for the implementation of this Contract.

The

CJV

and

each

Party

and

its

affiliates

shall

take

all

reasonable

precautions

(including

the

conclusion

of

confidentiality

contracts

with

each such employee) to prevent such employees from using and disclosing

the Proprietary Information in contravention of this Article 3.

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4.

Information

means

all

documents,

software

and

documentation,

reports,

financial

or

other

data,

records,

forms,

tools,

products, services, methodologies, present and future research, technical

knowledge, marketing plans, trade secrets, and other materials obtained by

Consultant

and

Client

from

each

other

in

the

course

of

performing

any

Services,

whether

tangible

or

intangible

and

whether

or

not

stored,

compiled, or memorized physically, electronically, graphically, in writing,

or by any means now known or later invented. Confidential Information

includes

without

limitation

records

and

information

and

Consultant's

Information

(i)

that has been

marked

as proprietary

or

confidential;

(ii)

whose confidential nature has been made known by Client or Consultant;

or (iii) that due to its character and nature, a reasonable person under like

circumstances would treat as confidential. Notwithstanding the foregoing.

Confidential Information does not include information which (i) is already

known to the recipient at the time of disclosure; (ii) is or becomes publicly

known

through

no

wrongful

act

or

failure

of

the

recipient;

(iii)

is

independently

developed

by

the

recipient

without

benefit

of

the

other

party's

Confidential

Information;

or

(iv)

is

received

from

a

third

party

which

is

not

under

and

does

not

thereby

breach

an

obligation

of

confidentiality.

Each

party

agrees

to

protect

the

other's

Confidential

Information

at

all

times

and

in

the

same

manner

as

each

protects

the

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confidentiality of its own proprietary and confidential materials, but in no

event with less than a reasonable standard of care. Consultant will deliver

to Client all Confidential Information and all copies thereof (and all other

property obtained from or through Client) when Client requests the same

or

immediately

upon

termination

of

this

Agreement,

whichever

occurs

earlier,

except

for

one

copy

thereof

that

Consultant,

may

retain

for

its

records. Neither party shall, except with respect to those of its employees

with a need to know under this Agreement, use or disclose to any person,

firm or entity any Confidential Information of the other party without such

other

party's

express,

prior

written

permission;

provided,

however,

that

notwithstanding

the

foregoing,

Consultant

may

disclose

Confidential

Information to the extent that it is required to be disclosed pursuant to a

statutory

or

regulatory

provision

or

court

order.

The

confidentiality

restrictions and obligations imposed by this Section 4 shall terminate two

(2) years after the expiration or termination of this Agreement.

参考译文

保密

1.

各方向另一方承诺，其将对因签订或履行本协议而由其或 其雇用、

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代理人或顾问得到或获得的所有信息，

包括与本协议的规定、

本

协议进行的谈 判、本协议的标的、或另一方的或另一方集团公司

任一成

员的业务或事务相关的信息严格保密，且在此后任何时候均

不使用或 向

任何人披露或泄露任何该等信息，并竭力防止该等信息

的公布或披露。

2.

自本协议之日起及其后，甲方应尽力并应促使其关联公司 或承继

人

尽力对机密信息进行保密， 一如其在本协议之日前为该等机密信

息保

密。尽管有前述规定，甲方及其关联公司和承继人经事先通知

己方并与

动方协商后，应允许其仅按照法律要求，或为获得有关管

< br>理部门的执照

或批准而披露必须予以披露的任何该等机密信息。

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