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1、CHINA STATE CONSTRUCTION HARBOUR CONSTRUCTON CO., LTD0Confidentiality Agreement THIS CONFIDENTIALITY AGREEMENT is dated May 26, 2015PARTIES(1) China State Construction Harbour Construction co., LTD, situated at 12F Shoudong Building, No.19 Guoshun East Road, Yangpu District, Shanghai, China 200433 (
2、“Disclosing Party”).(2) COMPANY NAME, situated at REGISTERED OFFICE ADDRESS (“Recipient Party”). BACKGROUND(A) The Disclosing Party has provided to the Recipient Party certain Confidential Information in connection with the Project (as such terms are defined below).(B) The Parties have agreed that t
3、he Recipient Party may use that Confidential Information on the terms and conditions of this Agreement. AGREED TERMS1. DEFINITIONS AND INTERPRETATION1.1 In this Agreement the following terms mean: Agreement: this written agreement, including the Schedules.Confidential Information: all information wh
4、ether disclosed in writing, orally, or by any other means to the Recipient Party before or after the date of this Agreement and which by its nature is confidential, is marked as confidential, for the purposes of this Agreement is clearly intended to be confidential, or which is known or reasonably s
5、hould be known by the Recipient Party to be confidential including but not limited to software products and/or software documentation, software applications, software modules, source code, derivative works, inventions, know-how and ideas, trade secrets, trademark and copyright applications, technica
6、l and business plans, technical information, proposals, specifications, drawings, data, computer programs, pricing, costs, financial information, procedures, proposed products, processes, business systems, techniques, services and like technical or business information.Project: Project Name. 1.2 Cla
7、use, schedule and paragraph headings are for ease of reference and do not form part of or affect the interpretation of this Agreement.CHINA STATE CONSTRUCTION HARBOUR CONSTRUCTON CO., LTD1Confidentiality Agreement 1.3 In the event of any inconsistency between the provisions of any Schedule and the p
8、rovisions of the main body of this Agreement, the latter shall prevail to the extent of the inconsistency. 1.4 Words in the singular shall include the plural and vice versa. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account
9、of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.1.6 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words without limitation following them. Where the contex
10、t permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.2. CONFIDENTIALITY OBLIGATIONS2.1 The Recipient Party acknowledges that it has acquired and/or will acquire from the Disclosing Party Confidential Information and any unauthorised disc
11、losure or use of Confidential Information will damage the interests of the Disclosing Party.2.2 The Recipient Party agrees that it shall:(a) use any Confidential Information received by it only to evaluate, negotiate and develop proposals in relation to the Project;(b) keep all Confidential Informat
12、ion received by it completely and strictly confidential and shall not disclose any of that Confidential Information to any person other than directors, officers or employees, professional advisers and consultants who need to know the Confidential Information for the purpose of evaluating, developing
13、 or negotiating proposals in relation to the Project (and such other persons as the Disclosing Party may from time to time agree in writing in advance) (the “Permitted Recipients”); and(c) procure that its Permitted Recipients comply with the terms of this Clause 2 as if a party to it. 2.3 Except as
14、 permitted by the provisions of Clause 2.2(b) and subject to the exceptions in Clause 2.4, the Recipient Party shall not disclose to any person or announce the fact that investigations, discussions or negotiations are taking place (or have taken place) concerning the Project without the Disclosing P
15、artys prior written consent.2.4 The obligations of confidentiality contained in this Clause 2 will not apply to Confidential Information which the Recipient Party can demonstrate:CHINA STATE CONSTRUCTION HARBOUR CONSTRUCTON CO., LTD2Confidentiality Agreement (a) is in the public domain prior to rece
16、ipt; or(b) enters the public domain after receipt other than as a result of a breach by the Recipient Party of any obligation to the Disclosing Party;(c) by documentation was known to the Recipient Party prior to disclosure by the Disclosing Party by reason other than having been previously disclosed in confidence to the Recipient Party; (d) was disclosed to the Recipient Party on a non-confidential basis by a third party who did not owe any obligation of confidence to th
