Confidentiality Agreement XX Co.， Ltd (来源：老牌的英语学习网站 http://www.EnglishCN.com)
Party A： XX Co.， Ltd.
Exchanging of relevant business and technological information is required for the ongoing business discussions or cooperation between Party A and Party B with respect to ， this agreement is entered into by and between Party A and Party B through friendly consultations and under the principle of mutual benefit and joint development.
Article One Definition of Confidential Information
Confidential information refers to data and information with respect to relevant businesses and technologies， whether in written or other forms， that have been disclosed by either Party A or Party B to the other party with clear label or designation of “confidential information”（hereinafter referred to as “confidential information”）， excluding the following data and information：
1．Information that is already or to be make public available， except those disclosed by either Party A or Party B or their representatives in violation of this agreement and without authorization；
2. Non-confidential information that has come to the attention of the receiving party before the disclosure of the other party；
3. Non-confidential information offered by either party， before the disclosure of which the receiving party is not informed of the fact that the provider of this information （a third party） has signed a binding confidentiality agreement with the party disclosing the non-confidential information under this agreement， and the receiving party may reasonably presume that the information discloser is not forbidden to offer the information to the receiving party.
Article Two Obligations and Liabilities
（1） Both Party A and Party B represent to the other party as the provider and receiver of confidential information， and thus both undertake confidentiality obligations and liabilities.
（2） Neither Party A nor Party B shall disclose or make public any confidential information to a third party （including the press） or otherwise make use of the confidential information without the written approval of the other party； Both parties are obliged to urge their representatives not to disclose or make public any confidential information to a third party （including the press） or otherwise make use of the confidential information； unless the disclosure， publicity and application of the confidential information is required by the due performance of the obligations of the two parties in association with the undertaking and proceeding of the cooperative programs under normal circumstances （including obligations to be assumed by both parties in the future pursuant to the law and the contracts signed by the two parties）。
（3） Both parties shall strictly limit the access to the confidential information to their responsible representatives only for the purposes specified hereunder.
（4） Neither party shall provide a third party with copies or duplicates of the confidential information disclosed by the other party or its representative， whether intentionally or not， unless the disclosure is allowed by a written agreement signed by the two parties.
（5） In the event that the proceeding of the cooperative program ceases or either party quits the program with reasons， a party shall and shall urge its representatives to destroy or return to the other party all confidential information as well as all documents and materials and all duplicates thereof containing confidential information within five working days， upon the request of the other party at any time. Nevertheless， the party possessing the confidential information may keep one piece of the duplicates of the documents or materials described above only for the purpose enshrined in Article 4 hereunder， without breaching other provisions of this agreement.
（6） Either Party A or Party B shall and shall urge their respective representatives to treat the confidential information provided by the other party with a degree of care no less than that used for the similar information in its own possession. However， under no circumstances shall the treatment of the confidential information be held under a reasonable degree of care.