ConfidentialAgreement保密协议英文版.doc

Confidential Agreement

THIS COMMERCIAL And CONFIDENTIAL AGREEMENT, effective this day of xx, xx, 2016, entered between GZ ACE RENOVATION ENGINEERING CO., LTD. and all subsidiary companies (“ACE”), having an office at 10 Industrial Avenue, Economic and Technical Development Zone, Conghua, Guangzhou, China and SCG TRADING CO., LTD. (“XXX) having its registered office at 1 Siam Cement Road, Bangsue, Bangkok 10800, Thailand is made based on (a) XXX is a legal or authorized agent or supplier to Shell Thailand and is authorized to make supplies of Shell RVIe products in its region; and (b) XXX has received authorization or is permitted to source or purchase XXX products from Shell’s authorized global supplier(s) as of any date requested or required by XXX:
WHEREAS, The Parties (refer in particular to ACE and XXX in this agreement), for the mutual benefit and pursuant to a working relationship which has been or may be established, including a mutual answer to the tender for Shell Thailand RVIe and other signage programs, anticipate that they may disclose or deliver to a working relationship one to each other which has been or may be established, anticipate that they may disclose or deliver one to each other 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 sales, bids, quotes, price lists, marketing , finance, forecasts, technology, 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 either XXX or XXX, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”); and
WHEREAS, the Parties desire to assure that the confidentiality of any Proprietary Information is maintained;
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, the Parties hereby agree as follows:
-COOPERATION
-decides to share their respective strengths (mutual sourcing, manufacturing capacity, in-depth knowledge of customer specifications, project management capacity) in order to answer in the most profitable way to Shell RVIe project
-this cooperation will be in the scope of technical, manufacturing, logistics, administrative and sourcing information
-CONFIDENTIALITY
1. Each of The Parties shall hold in trust and confidence, and not to disclose to any other third party or use for its own benefit or for the benefit of another, any Confidential/ Proprietary Information relating to Shell RVIe signage projects (including but not limited to trade secrets , hardware , software , programs , processes , specifications , designs , plans , drawings , data , prototypes , discoveries , market research , marketing techniques and plans, business plans and strategies, proposals, bids, quotes, price lists, pricing policies, contracts , purchase orders , employees , staffing , supplier and subcontractor lists and arrangements , finances or other business , financial and/or technical information and materials , and any analyses, compilations, studies or documents prepared by each party, its representatives or employees which summarize any such information or materials) which is disclosed to the other party. Each party shall disclose to Proprietary Information received under this Agreement to person within its organization only if such persons (a) have need to know and (b) are bound in writing to protect the confidentiality of such Proprietary Information. This agreement shall bind each party, its employees, agents, representatives, successors, heirs and assigns.
2. The undertakings and obligations of The Parties under this Agreement shall not apply to any Proprietary Information which:
a) Is in or enters the public domain other than as a result of a breach of this Agreement;
b) Is lawfully obtained by either party from a third party without any obligation by each party to maintain the information confidential;
c) Is independently developed by either party without reference to Confidential Information;
d) Is the subject of a written agreement whereby either party's consents to the disclosure of such Confidential Information; or
e) Is required to be disclosed by judicial or administrative process in connection with any action, suit, proceeding or claim, or by a competent regulatory or governmental authority, or otherwise by applicable law, provided that one party shall give prompt notice of such disclosure to the other party as soon as possible and consult with the other party as to the steps to be taken to avoid or minimize the disclosure ,which is ,in each case ,evidence by tangible records kept in the ordinary course of business.

3. Title to all property received by each of The Parties, including all Proprietary Information, shall remain at all times the sole property of such party, and this Agreement shall not be constructed to grant to any of the party any patents, licenses or similar rights to such property and Proprietary Information disclosed to the other party hereunder.
4. Each party shall, upon the request of the other, return all records, documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to him, and all copies and reproductions thereof.
5. Each party undertakes not to use the Proprietary Information disclosed by the other one for any purpose without first obtaining the written consent of the other party.
6. The Parties further agree to the following terms and conditions:
i. Any breach of obligations under this Agreement will result in irreparable inquiry to the other party for which damages and other legal remedies will be inadequate. In seeking any enforcement of any of these obligations, the claimer party 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 constructed 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. 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 constructed as a bar to or waiver of any right on any other occasion.
iv. This Agreement shall be binding upon and will inure to the benefit of the Parties hereto and their respective successors and assigns.
v. This Agreement is governed by and construed in accordance with the laws of Hong Kong Special Adminstrative Region of The People's Republic of China  (HKSAR) . All disputes arising out of or in connection with this Agreement shall be submitted to Hong Kong International Abitration Court (HKIAC) and shall be finally settled under the Rules of Arbitration of the HKIAC by one or more arbitrators appointed in accordance with the said Rules
vi. This Agreement is in addition to any prior written agreement between the Parties 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 both Parties.
This Agreement shall commence upon the effective date first written above and have a term of three (3) years.
For XXX: for XXX:
Signature: ........................ Signature: ........................
Name: ........................ Name: ........................
Position: ...................... Position: ......................
Date: ......................... Date: .............................
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