(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.
3. Intellectual Property Rights
Disclosure of the confidential information by either Party A or Party B to the other party or its representatives shall not be construed to constitute an assignment or grant to the other party or its representatives of the rights and interests in relation to its trade secrets， trademarks， patents， know-how or any other intellectual property， nor shall it constitute an assignment or grant to the other party or its representatives the rights and interests in relation to the trade secrets， trademarks， patents， know-how， or any other intellectual property authorized by a third party.
4. Preservation and Application of the Confidential Information
(1) Either Party A or Party B has the right to preserve necessary confidential information， so as to make use of which in implementing binding laws， regulations， and obligations under their cooperative programs.
(2) Either Party A or Party B has the right to make use of the confidential information to defend against any claims， lawsuits， judicial proceedings， and accusations towards the receiving party or its representatives in relation to the programs hereunder and relevant affairs， or to respond to summons， subpoena， or other legal proceedings with respect to the programs hereunder and relevant affairs.
(3) Either party can， in light of actual demand， disclose the confidential information in any reports， statements or certificates submitted to any regulatory organs at municipal， provincial， central， or other levels that have jurisdiction or assert having jurisdiction over the receiving party after informing the other party in written form and making a copy for the other party of the disclosed information.
5. Dispute Settlement and Governing Laws
This agreement shall be governed by and be interpreted in accordance with the laws of the Peoples Republic of China. With respect to any issues， disputes， lawsuits or proceedings arising from or in connection with the rights and obligations of the parties hereunder， the two parties shall irrevocably accept the jurisdiction of the peoples courts of the Peoples Republic of China.
6. Term of the Agreement
(1) This agreement shall remain effective for_________years， and shall come into force as from the date when both parties sign and stamp the company chop on the agreement.
(2) This agreement shall be held in_________copies of the same form. Each party shall preserve_________copies with equal legal effect.
LTD.
Signature of Legal Representative of Party A（or Authorized Representative）：
Date：
LTD.
Signature of Legal Representative of Party B（or Authorized Representative）：
Date：
注释：
1. confidentiality 机密，保密
confidential 保密的，秘密的
普通英语中，表示“秘密”，“隐私”的词汇有secrecy， privacy， non-disclosure等；表示“保密文件”的表达方式有：secret document，classified document，confidential document.
合同中，“保密协议”应该是confidential agreement 或non-disclosure agreement， confidential disclosure agreement。
例如：
Finally， we would submit the project solution to you completely and totally under the confidential agreement. 最后， 在保密协议的条件下，毫无保留地将方案提交给你方。
The above provisions (8.1~8.3) shall apply to Licensor on reciprocal basis for any confidential information by the Licensee to the Licensor under this Agreement. 对于被许可方在本协议项下向许可方提供的任何保密信息，上述规定（第8.1~8.3条）对等适用于许可方。
2. jurisdiction n. 司法权，管辖权；权限。在合同中，通常指合同发生争议的诉讼管辖范围或诉讼法院。
territorial jurisdiction 领土管辖权；地域管辖；属地管辖权
tax jurisdiction 税收管辖权；税收权限
admiralty jurisdiction 海事裁判权；英国海事审判管辖权
competent jurisdiction 合法的管辖权
exclusive jurisdiction 专属管辖；专属管辖权
appellate jurisdiction 上诉法院
译文：
保密协议
甲方：
