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1、精品文档NON DISCLOSURE AGREEMENTThis Non Disclosure Agreement (“Agreement”) is entered into on this day of February 2014BY AND BETWEENCHINA SHENHUA OVERSEAS DEVELOPMENT & INVESTMENT CO., LIMITED, a company incorporated under the laws of Hong Kong and having its registered office at Room B, 10/F., Bank o
2、f China Tower, 1 Garden Road, Hong Kong (hereinafter referred to as “Shenhua” which expression shall unless repugnant to the context or meaning hereof shall mean and include its successors and permitted assigns).AND, a company incorporated under the laws of and having its registered office at (herei
3、nafter referred to as“ ” which expression shall unless repugnant to the context or meaning hereof shall mean and include its successors, permitted assigns and )Shenhua and hereinafter may be individually referred to as “Party” and collectively as “Parties”.WHEREAS:A. is planning to raise its shareho
4、lding in (Project) and the Parties are considering various ways of cooperating for the development of the Project.B. In pursuance to such intention, the Parties will be sharing certain information (hereinafter referred to as the “Confidential Information” and further elaborated below) which is propr
5、ietary and confidential to them and their Affiliates (“Affiliates” include companies that control, are controlled by, or are under common control with the Parties.)C. During the course of cooperation, the Parties may disclose to each other certain confidential information. Within this agreement the
6、Parties may refer to Disclosing Party and Receiving Party. The Receiving Party wishes to receive the Confidential Information from the Disclosing Party for the purpose of cooperation and evaluation of participation in the Project (“Purpose”).In consideration for the grant of access to such Confident
7、ial Information, the Parties agree that both of them shall be protected under the following clauses:1.“Confidential Information means, any and all information or communication identified as confidential and disclosed by the Disclosing Party to the Receiving Party regarding the Project in written, re
8、presentational, electronic, verbal or other form including, without limitation, drawings, photographs, sketches, models, design or performance specifications, analyses, commercial agreements, compilations, studies, notes and all other information and data disclosed orally or visually or by access to
9、 computer systems or data, which has been developed by / is exclusive to the Disclosing Party and/or its Affiliates. Confidential Information shall also include any and all information or communication relating directly or indirectly to potential business, operation or financial condition of or rela
10、ting to the Disclosing Party and its Affiliates including but not limited to, information identified by the Disclosing Party as being confidential or pertaining to, pricing, marketing plans or strategy, volumes, services rendered, customers and supplier lists, financial or technical or service matte
11、rs or data, employee/agent/ consultant/officer/director related personal or sensitive data and any information ejusdem generis which might reasonably be presumed to be confidential in nature.Especially, Confidential Information shall include the facts of the existence of this Agreement, the willingn
12、ess of cooperation on the Project of the Parties and the Purpose.Provided, however, that Confidential Information shall not include information which:a. is or becomes publicly available otherwise than through a breach of this Agreement;b. is already in the Receiving Partys possession without any obl
13、igation of confidentiality;2. With respect to Confidential Information disclosed by the Disclosing Party to the Receiving Party, the Receiving Party agrees that it shall:(a) use the Confidential Information only for said Purpose; (b) keep the Information strictly confidential and shall not disclose
14、it to any third party other than employees, agents, consultants, vendors, subcontractors, bankers or financial advisors (“Authorized Third Parties”);(c) disclose Confidential Information only to such Authorized Third Parties on a need to know basis, in order to enable them to study such Confidential
15、 Information in connection with the Project and provided that the Authorized Third Parties have been made aware of this Agreement and are bound by confidentiality obligations as stipulated under this Agreement;(d) ensure that its Authorized Third Parties do not do or fail to do anything that, if don
16、e or not done by the Receiving party, would amount to a breach of this Agreement;(e) use such degree of care to prevent the disclosure of such Confidential Information to others and protect the information that the Receiving party uses to prevent unauthorized disclosure of its own confidential information to third parties and in no event such degree of care and p
