日期：2018-02-09 / 人气： / 来源：http://www.rzfanyi.com/ 作者：译声翻译公司保密及竞业限制协议翻译模板（中英文）
Non-Disclosure and Non-Competition Agreement
签署日期 Signature Date of
甲方(公司)：Party A (Company):
乙方(员工)：Party B (Employee):
Whereas Party B works for Party A, and will be paid by Party A accordingly.
Therefore, both the parties hereto, in consideration of Party B’s obligation to hold in strict confidence and trust any and all technical or trade secrets of Party A during or after the termination of his/her employment, agree to enter into this Agreement under the terms and conditions set forth as follows:
Article 1. Both parties hereto agree that any and all inventions, creations, works, computer software, technical secrets, other trade secrets and relevant intellectual properties developed by Party B during his/her employment at Party A as a result of fulfilling his/her duties or by mainly using Party A’s material, technologies, business information or others shall remain the property of Party A. Party A may fully and freely use the said inventions, creations, works, computer software, technical secrets or other trade secrets to carry out its production or business or assign the same to any third party. Party B shall, as requested by Party A, provide all necessary information and take all necessary actions, including, without limitation, assistance in going through application, registration and recording, to assist Party A to acquire and exercise relevant intellectual property.
Article 2. Party B irrevocably agrees and confirms that any and all inventions, creations, works, computer software, technical secrets and other trade secrets developed or completed by Party B during his/her employment at Party A shall, whether or not such confidential information is related to Party A’s business, be deemed as the achievements of his/her duty, and Party B may not claim that he/she shall hold the intellectual property and Party A may use these achievements for production, business or assign to a third party. Party B shall not use these achievements for production or business or assign these achievements to any third party at his/her own discretion without Party A’s express authorization.
Party B hereby irrevocably agrees and confirms that Party B will waive the ownership of intellectual rights to any and all inventions, creations, works, computer software, technical secrets or other trade secrets developed by Party B during his/her employment at Party A, and shall deem the ownership as the achievements of his/her duties which shall be owned by Party A. In case it is necessary to assign to Party A the intellectual rights owned by Party B to any and all inventions, creations, works, computer software, technical secrets or other trade secrets developed by Party B, Party B shall assist Party A to effect and complete relevant assignment procedure. Party B agrees that the consideration for such assignment has been included in his/her salary paid by Party A.
Article 3 Party B shall, during his/her employment at Party A, comply with any and all written or unwritten non-disclosure regulations and rules, and fulfill the non-disclosure obligations related to his/her position.
Article 4 With respect to any matters not covered or not clearly stated by the non-disclosure regulations and rules of Party A, Party B shall, prudently and honestly, during his/her employment at Party A, take necessary and reasonable actions to hold in strict confidence any and all technical secrets and other trade secrets known or held by Party B that are in Party A's possession or in the possession of a third party to which Party A undertakes to assume the non-disclosure obligations.
Article 5 Party B represents and warrants that, without Party A's consent, Party B will not disclose, inform, announce, release, publish, impart, assign or by other means to make any technical secrets or other trade secrets in Party A’s possession or in the possession of a third party to which Party A undertakes to assume the non-disclosure obligations be known by any third party (including those employees of Party A who may not know such secrets under the non-disclosure regulations) unless the disclosure is necessary to carry out his/her duty, and shall not use such confidential information for any purpose other than his/her duty.
Article 6 Both parties agree that Party B shall, after the termination of his/her employment and in the manner as the same as what Party B performs during his/her employment, continue to hold in strict confidence any and all technical secrets or other trade secrets in Party A’s possession or in the possession of a third party to which Party A undertakes to assume non-disclosure obligations that come into the knowledge of Party B during his/her employment at Party A, and may not use relevant confidential information without authorization, regardless of the cause leading to the termination of Party B’s employment.
Party B shall, prior to the termination of his/her employment, sign the Letter of Confirmation of Non-Disclosure Obligation of Dismissed Employee to identify the scope of Party B’s non-disclosure obligations. Party B hereby irrevocably agrees that in case Party B refuses to sign the said Letter of Confirmation of Non-Disclosure Obligation of Dismissed Employee, Party A shall be entitled to detain all the outstanding salary due to Party B by Party A, and the scope of the Party B’s non-disclosure obligation shall be subject to the statement issued by Party A.
Article 7 Party B shall assume the non-disclosure obligation after the termination of his/her employment until Party A declares that the related confidential information may be disclosed.
Article 8 Party B agrees that as Party A has already taken into consideration Party B’s non-disclosure obligation after the termination of Party B’s employment at the time of determining the salary of Party B, Party A shall have no obligation to pay any non-disclosure fees to Party B when Party B’s employment is terminated.
Article 9 Party B represents and warrants that when assuming duties for Party A, Party B shall not use without authorization any technical secrets or trade secrets in the possession of others, or conduct without authorization any act infringing the intellectual property of others.
In case Party B fails to comply with the above said warranties and gives rise to any infringement proceeding initiated by a third party against Party A, Party B shall be responsible for any and all fees and charges incurred by Party B in responding to the said proceeding; in case Party A shall be held responsible for the indemnity to the said infringement, Party A shall be entitled to recover the amount from Party B. Party A may deduct the said fees and charges in responding to the proceedings from Party B’s salary.
Article 10 Party B represents and warrants that without the prior consent of Party A, Party B will not, during his/her employment at Party A, serve any positions, including, without limitation, shareholder, partner, director, supervisor, manager, employee, agent and adviser, at other enterprises, public institutes, or public organizations that produce or operate the same products or provide the same service as Party A.
Party B, within 12 months after the termination of his/her employment, shall not individually or jointly with other enterprise, public institutes or public organizations by serving a position thereat, including, without limitation, shareholder, partner, director, supervisor, employee, agent and advisor, conduct the same or competitive business with any customer of Party A that Party B has contacted directly or indirectly within 6 months prior to the termination of his/her employment;
Party B shall not, within 12 months after the termination of his/her employment, persuade or solicit any employees or advisors of the Company or any unit of the advisor to terminate the contract or end advisory service.
Article 11 Any and all documents, data, drawings, notes, reports, letters, faxes, tapes, disks, instruments and carriers in any forms that developed, known, held or kept by Party B for the needs of his/her duties shall remain the property of Party A, whether the confidential information has commercial value or not.
In case the carrier recording the confidential information is prepared or supplied by Party B, it shall be deemed that Party B has agreed to assign the ownership to such carrier to Party A. Party B hereby declares and Party A confirms that the consideration for the assignment of such carrier has been included in the salary of Party B paid by Party A.
Article 12 Party B shall, at the termination of his/her employment or upon request of Party A, return any and all properties of Party A, including any and all carriers recording the confidential information of Party A.
Notwithstanding the foregoing, in case the carrier recording the confidential information is prepared or supplied by Party B and the confidential information can be deleted or duplicated, Party A may duplicate the confidential information onto other carriers in the possession of Party A and delete such confidential information from the original carrier. In this case, Party B may not return the carrier.
Article 13 The technical secrets mentioned herein shall include, but not limited to, technical plans, engineering designs, circuit designs, manufacturing methods, formula, process flows, specifications, computer software, data bases, research and development records, technical reports, test reports, experimental data, test results, drawings, samples, prototype machines, models, molds, operation manuals, technical documents and relevant correspondences.
The term “other trade secrets” mentioned herein shall include, but not limited to, customer lists, market strategies, marketing plans, purchase date, pricing policies, financial materials and purchasing channels.
Party A will compensate Party B for his/her non-disclosure and non-competition efforts each month along with the payment of the salary.
Article 14 The duration of employment referred to herein shall include the hours for overtime work in addition to Party B’s normal working hours, no matter whether Party B conducts the overtime work at Party A’s work place or not.
The “termination of employment” referred to herein shall be the date on which either party cancels, terminates or refuses to execute the labor contract between the two parities. In case Party B refuses to take his/her payment, breaches the labor contract or ceases to fulfill his/her duties, the case shall be deemed as the “termination of employment” by Party B.
Article 15 All disputes arising out of or in connection with this agreement shall be settled through consultation. In case no settlement can be reached, either party may bring the case to a court. Both parties agree that the people’s court at Party A’s place that complies with the level jurisdiction provision shall be the court of first instance to settle any disputes between the two parties.
The above provisions shall not prejudice Party A’s right to ask the intellectual right administration authority to administrate and dispose any infringement.
Article 16 Should Party B breach any provision herein, Party B shall pay to Party A a penalty equivalent to 6-month basic salary of Party B. Whether the penalty is paid or not, Party A shall be entitled to immediately terminate the labor contract between the two parties without notifying Party B.
In case Party B's breach to this agreement causes damages or losses to Party A, Party B shall be held liable to indemnify Party A. The penalty shall not be a substitute for damages, and may not offset the amount of loss. Any and all reasonable costs and expenditures incurred by Party A in the course of investigating Party B’s breach to this Agreement shall be included in the damages.
Article 17. This Agreement shall become effective as soon as it is signed or sealed by the two parties.
Article 18 Should there be any inconsistency between this Agreement and any previous oral or written agreements between the two parties, this Agreement shall prevail.
Article 19. Any amendment to this Agreement shall be in the written form agreed by the two.
Article 20. Both parties confirm that they have carefully read this Agreement and fully understood the legal meaning of the terms and conditions herein prior to conclusion of this Agreement. Party B hereby confirms that Party A has offered him/her opportunity to seek independent legal advices on terms and conditions herein and he/she concludes this Agreement of his/her own accord.
甲方(盖章)：Party A (seal): 乙方(签名)：Party B (signature):
代表(签名)：Representative (signature): 身份证号：ID Card No.:
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