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1、 太阳能级多晶硅太阳能级多晶硅 商业计划书商业计划书 中彰国际集团有限公司中彰国际集团有限公司 SINOSI GROUP CORPORATION 电话：86-10-82070680 传真：86-10-82070690 E-mail: CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (“Agreement”) is made and entered into by and between Sino Surplus International Limited, a member of SINOSI group(hereinafte
2、r referred to as SINOSI) , together with and on behalf of its various affiliated companies, and_Name (“Company”), a _Country corporation. Witnesseth: WHEREAS, Sino Surplus International Limited(SINOSI) and Company desire to explore and discuss the potential mutual benefits from joint business arrang
3、ements or activities. The explorations and discussions are herein referred to as the “Discussions”; AND WHEREAS, in connection with the Discussions, SINOSI and Company will acquire certain confidential information relating to each others businesses, including, without limitation, technical informati
4、on, know-how, business methods and processes; AND WHEREAS, SINOSI and Company desire to set forth their understanding with respect to such confidential information during and after the Discussions; NOW THEREFORE for valuable consideration (the receipt and sufficiency of which is hereby acknowledged)
5、 SINOSI and Company agree as follows: 1. Confidential Information. “Confidential Information” shall mean any business, marketing, sales, financial or technical information, including, without limitation, any information relating to present or future business affairs, operations, methods, techniques,
6、 operations, financial condition, reports, research, product plans, products, developments, processes, models, designs, drawings, formulae, markets, software (including source and object code), algorithms, business plans or agreements with third parties and all other information of any kind which ma
7、y reasonably be deemed confidential or proprietary, disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether such information is in written, oral, graphic or machine-readable form, which is designated or identified as “confidential”, “proprietary” or in some othe
8、r manner to indicate its confidential nature. Notwithstanding the foregoing, “Confidential Information” shall not include information which: (a) has been or becomes published or is now or is in the future in the public domain through no action of the Receiving Party; (b) prior to disclosure hereunde
9、r, is within the legitimate possession of the Receiving Party as evidenced by competent written proof; (c) subsequent to disclosure hereunder, is lawfully received from a third party having rights therein without restriction of the third partys rights to disseminate the information and without notic
10、e of any restriction against its further disclosure; or (d) is independently developed or acquired by the Receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. 2. Nondisclosure. The Confidential Information shall (a)
11、 be kept confidential by the Receiving Party and not disclosed to any third parties, (b) not be used by the Receiving Party in any way detrimental to the Disclosing Party, and (c) not be used other than in connection with the Discussions. The Receiving Party may disclose the Confidential Information
12、 to its and its affiliates directors, officers, employees, consultants and agents (collectively, “Representatives”) only if such Representatives need to know the Confidential Information in connection with the Discussions and are bound by confidentiality obligations similar to those contained herein
13、. The Receiving Party shall (i) inform each of its Representatives receiving Confidential Information of the confidential nature of the Confidential Information and of this Agreement, (ii) direct its Representatives to treat the Confidential Information confidentially and not to use it other than in
14、 connection with the Discussions, and (iii) be responsible for any improper use of the Confidential Information by the Receiving Party or its Representatives. Without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct its Representatives not to, disclose
15、 to any person that the Confidential Information has been made available to it or that the Discussions are taking place. 3. Care and Return of Confidential Information. The Receiving Party shall provide at least the same care to avoid disclosure or unauthorized use of the Confidential Information as
16、 it generally provides to protect its own proprietary information, which shall, in all events, equal or exceed a standard and level of care generally recognized as being reasonable for the protection of highly confidential information. All Confidential Information shall be retained by the Receiving Party in a place with access limited only t
