保密条款（Confidentiality）

Definitions.

(a) Confidentiality Information. “Confidentiality Information” means

(i) all information relating …, however documented, that has been, or may later be

    (A) provided or shown to …; or

    (B) obtained from …;

and

(ii) any and all ….

例：

Section X.01. Definitions.

    (a) Confidential Information. “Confidential Information” means

        (i) all information relating in any manner to the Company or its business (including, but not limited to, financial statements, budgets and projections, customer identities, potential customers, employees, suppliers, servicing methods, equipment, programs, strategies, analyses, profit margins and other proprietary information), however documented, that has been, or may later be

            (A) provided or shown to the Recipient or any of its Representatives by or on behalf of the Company [or any of its Representatives]; or

            (B) obtained from review of documents or property of, or communications with, the Company [or its Representatives] by the Recipient or its Representatives;

  and

        (ii) any and all notes, analyses, compilations, studies, summaries, and other material, however documented, containing or based, in whole or in part, on any information included in subsection (a) (collectively, the “Derivative Materials”).

(b) Exceptions to Definition of “Confidential Information.” Despite the definition of “Confidential Information” set forth in subsection(a), “Confidential Information” excludes information that [the Recipient demonstrates]

    (i) was or become generally publicly available other than as a result of a disclosure by Recipient or any of its Representatives in violation of this Agreement;

    (ii) is in the [lawful] possession of the Recipient or any of its Representatives prior to its disclosure by or on behalf of the Company or any of its Representatives; or

    (iii) was or becomes available to the Recipient or any of its Representatives on a non-confidential basis [prior to its disclosure by or on behalf of the Company or its Representatives] from a third party that [to the Recipient’s knowledge [after due inquiry]] is not bound by a similar duty of confidentiality (contractual, legal, fiduciary, or other).

(c) Representatives. “Representatives” means, with respect to any person, its directors, officers, employees, agents, consultants, advisors, or other representatives.

Section X.02. Obligation to Maintain Confidentiality.

During and after the term of this Agreement, the Recipient shall, and shall [use its best efforts to] cause each of its Representatives to, keep the Confidential Information confidential. Without limiting the effect of the previous sentence, the Recipient shall not, and shall [use its best efforts to] cause its Representatives not to

(a) disclose any of the Confidential Information to any person, except

    (i) [with the prior written consent of            (the “Company Contract”)]; or

    (ii) as otherwise expressly permitted by the terms of this Agreement;

  Or

(b) use any of the Confidential Information in any way detrimental to the Company (it being acknowledged by the Recipient that any use other than in connection with [insert the defined term for the transaction] (the “Permitted Use”) is detrimental).

Section X.03. Unauthorized Use.

The Recipient shall give prompt [written] notice to the Company of any unauthorized use or disclosure of Confidential Information and shall assist the Company in remedying each unauthorized use or disclosure. Any assistance does not waive any breach of this Article by the Recipient, nor does acceptance of the assistance constitute a waiver of any breach of this Article.

Section X.04. Permitted Disclosees.

The Recipient may disclose Confidential Information to only those of its Representatives who

    (a) require the Confidential Information for the Permitted Use (but to the extent practicable, only the part that is required);

(b) are informed [in writing] by the Recipient of the confidential nature of the Confidential Material; and

(c) agree [in writing] to be bound by the obligations of this Article.

Section X.05. Termination.

(a) Return and Destruction of Confidential Information. Upon the [termination of this Agreement] [written request of the Company], the Recipient shall, and shall cause its Representatives to promptly [, but in any event no later than            days after [termination] [the Recipient’s receipt of the Company’s written request],]

    (i) return to Company all Confidential Information [furnished to the Recipient or any of its Representatives]; and

    (ii) destroy all Derivative Material [and upon such destruction, the Recipient shall certify in writing to the Company that it has done so].

(b) Right to Maintain File Copy. Despite the provisions of Section X.05 (a), the Company may retain a permanent file copy of [the Confidential Information][and its Derivative Materials].

Section X.06. Compelled Disclosures.

    (a) Notification, Consultation, and Protective Orders. If the Recipient or any of its Representatives (a “Compelled Representative”) [is requested,] [becomes legally compelled or is required,] in any case by a court or governmental body, to make any disclosure of Confidential Information, the Recipient shall

        (i) promptly [(but in any event no later than       days after the Recipient becomes aware that it is required to make such disclosure)] notify the Company in writing;

        (ii) consult with and assist the Company [at the Company’s expense] in obtaining an injunction or other reliable assurance that confidential treatment will be accorded to any Confidential Information that is disclosed.

(b) Right to Disclose. Subject to the provisions of Section X.06 (a), the Recipient or the Compelled Representative may furnish that portion (and only that portion) of the Confidential Information that [, in the written opinion of its counsel [in form and substance reasonably acceptance to the Company],] the Recipient or the Compelled Representative is legally compelled or otherwise required to disclose [or else stand liable for contempt or suffer other material penalty].

Section. X.07. Injunctive Relief.

The Recipient acknowledge and agrees that because

    (a) an award of money damages is inadequate for any breach of this Agreement by the Recipient or any of its Representatives, and

(b) any breach causes the Company irreparable harm, in the event of any breach or threaten breach of this Article by the Recipient or any of its Representatives, the Company is entitled to equitable relief, including injunctive relief and specific performance, [without the posting of a bond or other security and] without proof of actual damages.

Section. X.08. Indemnity.

The Recipient shall indemnify and defend the Company and its Affiliates against all damages, losses, costs, liabilities and expenses (including [reasonable] legal fees and the cost of enforcing this indemnity), arising out of or relating to any unauthorized use [or threatened use] or disclosure [or threatened disclosure] by the Recipient or any of its Representatives of the Confidential Information or any other violation of this Article.

Section. X.09. Survival.