Model Agreement of Confidentiality
Party A: Client of data processing
Party B: Datatang (Beijing) Technology Co., Ltd.
Party B is now providing services, having known (or to know) the business
secrets of Party A. In order to clarify the confidentiality obligations of Party B,
to effectively protect the business secrets of Party A, to prevent the business
secrets from public disclosure or any kind of disclosure, according to the
“Contract Law of People’s Republic of China”, “Labor Law of People’s Republic
of China”, “Anti-unfair Competition Law of People’s Republic of China” and the
stipulates of relative ministries of State Council and Jiangsu province, Party A
and Party B sign this confidentiality agreement under the principles of equality,
voluntariness, fairness and honesty.
Clause 1: business secrets
1, The business secrets in this agreement include: technical information,
proprietary technologies, business information and files listed as top secrets or
secrets in "File Management Methods" of Party A. Party B has the obligation of
keep confidentiality of these secrets. The signing of this agreement is
considered that Party A has taken reasonable security measures to the
secrets.
2, Technical information refers to the following information about production
and marketing that Party A owns or obtains: technical programs,
manufacturing methods, technological processes, computer softwares,
databases, experimental results, technical data, drawings, samples, molel
machines, models, molds, instructions , operating manuals , technical
documents, business correspondence involving business secrets and all other
related information.
3, Proprietary technologies refer to the following technologies about production
and marketing that Party A owns: technical knowledge, information, technical
data, production technologies, production methods, experiences, methods or
the combination, and other technologies that haven’t made to public at any
place as the complet forms and protected as industrial property rights.
4, Management information refers to the following sales and operating
information related to commercial activities: marketing strategies, supply
information, pricing policies, the un-public financial information, contracts,
counterparty information, customer lists, etc.
5, The items that the Party A keep external obligation of confidentiality in
accordance with the law (such as being aware of other relative people 's
business secrets in the contracting process) and the relevant agreements
(such as the technical contracts) are also the business secrets in this
agreement.
Clause 2: confidentiality obligors
Party B is the confidentiality obligor alleged in this agreement. Confidentiality
obligor is the one who provides related services, knows the business secrets
of Party A and gets remuneration or wages from Party A.
The remuneration or wages Party A has paid to the confidentiality obligor
contains confidential fee already, and it will not be paid repeatedly here.
Confidentiality obligor agrees to make the best efforts for the interests of Party
A, during the duty performance, the obligor con not organize, participate in or
plan to organize or participate in any competing business, or engage in any
activities of improper use of business secrets.
Clause 3: confidentiality obligation
1, The confidentiality obligor should strictly keep the business sectets known
because of the position, post, career or technical knowledge, and ensure them
not to be disclosed or used, including accidents or negligence, even though
such information might even be wholly conceived or obtained by confidentiality
obligor due to work himself .
2, During service relationship, without permision, confidentiality obligors could
not do harm to the company, reveal or use the business secrets, make the
instruments which may make the business secrets reappeared, or remove the
stuffs relative to the business secrets for the purpose of competition, for
personal benefit, for benefit of the third person, or on purpose; could not spy
for the business secrets unrelated to their own jobs or business; may disclose
the business secrets, directly or indirectly, to internal and external unrelated
persons; could not allow (the activities of lending, giving, leasing, transfering
business secrets of Party A are all regarded to "allowing" ) or assist any third
person without confidentiality obligation to use the business secrets of Party
A；could not copy or disclose documents or duplicates containing business
secrets; could properly treat the documents of the company or clients under
safe keeping or contract because of working, and could not use them beyond
working range without permission.
3, If the confidentiality obligors find the business secrets being disclosed or
mistake to disclose the business for their own negligence, they should take
effective measures to prevent the further expansion of disclosure, and
promptly report to the Party A.
4, When the service relationship ends, the confidentiality obligors should return
the related technical information, test equipments, test materials, customer
lists to the company.
5, Because the business secrets (including technical and operating secrets)
that the confidentiality obligors got or made during employment have great
value in the competition of the company, during or after the labor contract
relationship, the confidentiality obligors all admit the company’s ownership to
the business secrets from investment or payment of labor remuneration,
therefore, confidentiality obligors agree Party A to carry out the following
measures:
(1) If a confidentiality obligor left the company for some reasons, during one
year from the leaving date, he should not operate by himself or provide
services for competitors of the company, should not engage in any work
relevant to the former businesses of production, research, development,
management, sales ( including self-employed or employed by others) , should
strictly keep the obtained business secrets, and should not disclose them for
any reason or excuse. Party A should pay Party B compensation according to
"Labor Contract Regulations of Jiangsu Province".
( 2 ) Otherwise, Party B should propose the application to Party B six months
in advance. During this period, Party A is entitled to mobilize labor positions of
Labor B.
If Party B violates this provision, it should take the responsibility of breach of
contract as provided in clause 5 of this agreement.
Clause 4: the termination of confidentiality obligation
1, The company authorizes to consent to disclose or use the business secrets.
2, Relevant information and technology have entered the public feild.
3, Whether Party B is in the post, or the labor contract is fulfilled, the
responsibility of confidentiality obligation would not affected.
Clause 5: responsibilities of breach of contract
1 , The confidentiality obligor who violates the confidentiality obligations in this
agreement should take the liability and pay compensation at least equal to his
task remuneration or wages for one year.
2, If Party B discloses the business secrets to a third person or uses the
business secrets and makes the company suffer damages, Party B should
compensate the company, and the amount is no less than the loss of Party A
due to its breach of obligations.
3, The compensation above should be calculated as follows :
① The compensation is the actual economic loss of Party A due to the breach
of contract or tort of Party B, the calculating measure is: If the sale number of
the product of Party A decreases because of the breach of contract or tort of
Party B, the compensation equals to product of the total decreased sales
number times profit of each product;
② If the loss of Party A is difficult to calculate in accordance with the method
in measure ①, the compensation is the total profits Party B gains because of
breach of contract or tort. The compensation equals the profit Party B gains
from each directly related product because of the breach of contract or tort;
otherwise, a reasonable number which is no less than the permitted using
charge of the business secrets of Party A.
③ The reasonable charge Party A paid for the investigation of breach of
contract or tort of Party B, such as legal fees, notary fees, forensics fees,
should be included in the amount of compensation.
④ If the breach of contract or tort of Party B violates the right of business
secrets of Party A, Party A could request Party B to take the responsibility of
breach of contract according to this agreement or responsibility of tort
according to relevant laws and regulations.
4, Due to serious consequences to the company because of the malicious
disclosure of business secrets, the company would pursue the tort liability
through legal means, even the criminally responsible.
Clause 6: solutions of controversy
If controversy happens because of this agreement, it could be resolved
through the negotiation of both parties or the mediation of a third party that
both parties trust. If the negotiation or mediation fails, or any party is unwilling
to negotiate or mediate, the controversy will be submitted to the arbitration
committee for arbitration in accordance with the Commission's rules. The
outcome of the arbitration is final and binding on both parties.
Clause 7: Validation of both parties
Before the signing of this agreement, both parties have carefully reviewed the
content of the agreement and fully understood the legal implications of each
terms of the agreement.
Clause 8: Effects and modifications of the agreement
1, This agreement shall become effective upon signature or sealing of both
parties .
2, Any modification of this agreement must pass the written consent of both
parties
Clause 9: This agreement is in duplicate, for each party holding one.
Party A：
Party B:
Corporate Representative
Corporate Representative
Date
Date