Disclosing Party: ________________________________
Receiving Party:Meyvn Language Solutions Co., Ltd.
This Non-Disclosure Agreement (this "Agreement") is entered into by and between the Disclosing Party and the Receiving Party as of the date of the last signature below. The Disclosing Party has engaged the Receiving Party to provide translation services in relation to certain documents, and in the course of such engagement, the Receiving Party has had or will have access to confidential and proprietary information of the Disclosing Party. In order to define the Receiving Party's confidentiality obligations, effectively protect the Disclosing Party's trade secrets, and prevent any public disclosure or leakage thereof in any form, the parties, in accordance with the Contract Law of the People's Republic of China, the Labor Law of the People's Republic of China, the Anti-Unfair Competition Law of the People's Republic of China, and the regulations of the relevant ministries and commissions of the State Council and the cities of Shanghai and Nanjing, and on the principles of equality, voluntariness, fairness, and good faith, hereby agree as follows:
1. Trade Secrets
- For purposes of this Agreement, “Trade Secrets” shall include: technical information, proprietary technology, business information, and all documents classified by the Disclosing Party as top secret or confidential. The Receiving Party shall bear confidentiality obligations with respect to such Trade Secrets. The execution of this Agreement shall be deemed as the Disclosing Party having implemented reasonable measures to protect its trade secrets.
- “Technical Information” means all technical solutions, manufacturing methods, process flows, computer software, databases, experimental results, technical data, pictures, drawings, samples, prototypes, models, molds, manuals, operating instructions, technical documentation, and all other related information owned or acquired by the Disclosing Party concerning the production and sale of its products, as well as all literature and correspondence containing trade secrets.
- “Proprietary Technology” means technical knowledge, information, technical materials, manufacturing processes, manufacturing methods, experience, methods, or any combination thereof owned by the Disclosing Party concerning the production and sale of its products, which has not been publicly disclosed in its entirety anywhere and is not protected as industrial property rights.
- “Business Information” means sales and business information relating to commercial activities, including marketing strategies, supply intelligence, pricing policies, non-public financial data, contracts, counterparty information, and customer lists.
- Matters in respect of which the Disclosing Party owes a duty of confidentiality to a third party under applicable laws (such as trade secrets of other counterparties learned during the contracting process) or under relevant agreements (such as technology contracts) shall also constitute Trade Secrets under this Agreement.
2. Confidentiality Obligor
The Receiving Party is the Confidentiality Obligor under this Agreement. A Confidentiality Obligor refers to any person who, in the course of providing relevant services to the Disclosing Party, has or will have access to the Disclosing Party’s Trade Secrets, and who receives remuneration or wages from the Disclosing Party.
The remuneration or wages paid by the Disclosing Party to the Confidentiality Obligor are inclusive of consideration for the confidentiality undertakings contained herein, and no separate payment shall be made in respect thereof.
The Receiving Party agrees to exert its best efforts for the benefit of the Disclosing Party and shall not, during the term of service, organize, participate in, or plan to organize or participate in any competing enterprise, or engage in any unauthorized use of the Disclosing Party’s Trade Secrets.
3. Confidentiality Obligations of the Receiving Party
- The Receiving Party shall strictly safeguard all Trade Secrets of the Disclosing Party that come into its knowledge by reason of identity, position, profession, or technical relationship, and shall ensure that such Trade Secrets are not disclosed or used, whether accidentally or negligently, even if such information may have been conceived or obtained in whole by the Receiving Party personally in the course of its work.
- During the term of the service relationship, the Receiving Party shall not, without authorization, disclose or use Trade Secrets, produce any equipment that replicates Trade Secrets, remove any items related to Trade Secrets, whether for competitive purposes, private gain, the benefit of any third party, or with intent to harm the Disclosing Party; shall not spy on Trade Secrets unrelated to its own duties or business; shall not disclose Trade Secrets, directly or indirectly, to any irrelevant personnel inside or outside the company; shall not disclose the Disclosing Party’s Trade Secrets to any third party who does not bear a duty of confidentiality; shall not permit (including through lending, gifting, leasing, transferring, or otherwise disposing of the Disclosing Party’s Trade Secrets) or assist any third party who does not bear a duty of confidentiality to use the Disclosing Party’s Trade Secrets; shall not copy or make public any documents or file copies containing the Disclosing Party’s Trade Secrets; and shall properly handle documents of the Disclosing Party or its clients that are kept or accessed in the course of work, and shall not use them beyond the scope of work without permission.
- If the Receiving Party discovers that Trade Secrets have been leaked, or if it has negligently leaked Trade Secrets, it shall take effective measures to prevent further leakage and shall promptly report such occurrence to the Disclosing Party.
- Upon termination of the service relationship, the Receiving Party shall return to the Disclosing Party all technical materials, test equipment, test materials, customer lists, and other items related to its work.
- Given the value that the Trade Secrets (including technical secrets and business secrets) obtained or created by the Receiving Party during its engagement hold for the Disclosing Party in terms of its competitive position, the Receiving Party acknowledges that, both during and after the term of the engagement, the Disclosing Party owns all such Trade Secrets by virtue of its investment and payment of labor remuneration, and therefore the Receiving Party shall not, whether intentionally or inadvertently, disclose such materials and information to any interested party other than the Disclosing Party. Any breach of this provision by the Receiving Party shall render the Receiving Party liable for breach of contract in accordance with Article 5 of this Agreement.
4. Termination of Confidentiality Obligations
- The Disclosing Party authorizes or consents to the disclosure or use of the Trade Secrets.
- The relevant information, technology, or other materials have entered the public domain.
- The termination of the Receiving Party’s engagement or the completion of the service contract shall not affect the survival of the confidentiality obligations hereunder.
5. Liability for Breach of Contract
- If the Receiving Party breaches the confidentiality obligations set forth herein, it shall bear liability for such breach and shall pay liquidated damages in an amount at least equivalent to the total remuneration received or one year's salary, whichever is greater.
- If the Receiving Party discloses Trade Secrets to any third party or uses Trade Secrets in a manner that causes losses to the Disclosing Party, the Receiving Party shall compensate the Disclosing Party in an amount not less than the loss incurred by the Disclosing Party as a result of such breach.
- The compensation for losses referred to in the preceding paragraph shall be calculated as follows:
① Loss compensation shall be the actual economic loss suffered by the Disclosing Party as a result of the Receiving Party’s breach or tortious act. The calculation method is: the decrease in the sales volume of the Disclosing Party’s products caused by the Receiving Party’s breach or tortious act, multiplied by the profit per unit of such product.
② If the Disclosing Party’s loss is difficult to calculate according to method ① above, the amount of compensation shall be the entire profit obtained by the Receiving Party as a result of the breach or tortious act. The calculation method is: the profit obtained by the Receiving Party from each product directly related to the breach or tortious act, multiplied by the total number of such products sold on the market; or a reasonable amount not less than the royalty that would have been payable for the use of the Disclosing Party’s Trade Secrets may be taken as the amount of loss compensation.
③ Reasonable expenses incurred by the Disclosing Party in investigating the Receiving Party’s breach or tortious act, such as attorneys’ fees, notarization fees, and evidence collection costs, shall be included in the amount of loss compensation.
④ If the Receiving Party’s breach or tortious act infringes upon the Disclosing Party’s trade secret rights, the Disclosing Party may, at its option, hold the Receiving Party liable for breach of contract under this Agreement or pursue liability for tort against the Receiving Party in accordance with applicable national laws and regulations.
- If the Receiving Party’s malicious disclosure of Trade Secrets causes serious consequences to the Disclosing Party, the Disclosing Party will pursue liability for tort through legal means, up to and including criminal liability.
6. Dispute Resolution
Any dispute arising out of or in connection with the performance of this Agreement shall be resolved through friendly negotiation between the parties or through mediation by a third party mutually trusted by the parties. If negotiation or mediation fails, or if either party is unwilling to negotiate or mediate, the dispute shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its rules then in effect. The arbitral award shall be final and binding upon both parties.
7. Acknowledgement
Both parties acknowledge that, prior to signing this Agreement, they have carefully reviewed its contents and fully understand the legal implications of each provision hereof.
8. Effectiveness and Amendment
- This Agreement shall become effective upon signature or seal by both parties.
- Any amendment to this Agreement must be made in writing and agreed upon by both parties.
9. Counterparts
This Agreement is executed in duplicate, with each party holding one copy, both of which shall be equally authentic.
Disclosing Party: ________________________________
Receiving Party: Meyvn Language Solutions Co., Ltd.