领域：垂类场景 · 法律

Confidentiality
1. Each Party undertakes with the other Party that it shall treat as strictly confidential all information received or obtained by it or its employees agents or advisers as a result of ente-ring into or performing this Agreement including information relating to the provisions of this Agreement, the negotiations leading up to this Agreement, the subject matter of this Agreement or the business or affairs of the other Party or any member of the other Party's group of companies and that it shall not at any time hereafter make use of or disclose or divulge to any person any such information andshall use its best endeavors to prevent the publication or disclosure of any such information.
2. From and after the date of this Agreement, Party A shall, and shall cause its affiliates and successors to, use the same efforts to maintain the confidentiality of any Confidential Information as Party A used to maintain the confidentiality of such information prior to the date hereof.Notwithstanding the foregoing, Party A and its affiliates and successors shall after prior notice to, and consultation with Party B, be permitted to disclose any such Confidential Information to the extent legally required or necessary for obtaining appropriate regulatory licenses or approvals.3. All Proprietary Information disclosed by either Party or its affiliates to the CJV in accordance with the provisions of this Contract and the Technology License Agreement and/ or the Trademark License Agreement to be entered into between an affiliate of Party B and the CJV on or about the date hereof substantially in the form attached hereto as Appendix X shall be used by the CJV and its personnel solely for the CIV's account and purposes. Each Party and any of its affiliates shall maintain the secrecy of all Proprietary.Information that may be disclosed or furnished to it by the CJV or the other Party and its affiliates, and neither of the Parties or their affiliates shall disclose or reveal any such Proprietary Information to any third party without explicit written authorization from the other Party. Any Proprietary.Information obtained by the CIV or a Party or its affiliates may be disclosed only to the designated employees of the CIV or that Party and its affiliates whose duties so require for the implementation of this Contract. The CJV and each Party and its affiliates shall take all reasonable precautions(including the conclusion of confidentiality contracts with each such employee)to prevent such employees from using and disclosing the Proprietary Information in contravention of this Article 3.
4."Confidential Information"means all documents.software and documentation, reports, financial or other data, records, forms, tools.products, services, methodologies, present and future research, technical knowledge, marketing plans, trade secrets, and other materials obtained by Consultant and Client from each other in the course of performing any Services, whether tangible or intangible and whether or not stored, compiled or memorized physically, electronically, graphically, in writing, or by any means now known or later invented. Confidential Information includes without limitation records and information and Consultant's Information (i)that has been marked as proprietary or confidential; (ii) whose confidential nature has been made known by Client or Consultant; or (iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential. Notwithstanding the foregoing. Confidential Information does not include information which (i) is already known to the recipient at the time of disclosure, (ii) is or becomes publicly known through no wrongful act or failure of the recipient; (iii) is independently developed by the recipient without benefit of the other party's Confidential Information.or (iv) is received from a third party which is not under and does not thereby breach an obligation of confidentiality. Each party agrees to protect the other's Confidential Information at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials.but in no event with less than a reasonable standard of care. Consultant will deliver to Client all Confidential Information and all copies thereof (and all other property obtained from or through Client) when Client requests the same or immediately upon termination of this Agreement, whichever occur searlier, except for one copy thereof that Consultant, may retain for its records. Neither party shall, except with respect to those of its employees with a need to know under this Agreement, use or disclose to any person firm or entity any Confidential Information of the other party without such other party's express, prior written permission; provided, however, that not withstanding the foregoing, Consultant may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order. The confidentiality restrictions and obligations imposed by this Section 4 shall terminate two(2)years after the expiration or termination of this Agreement.

 Definition and Interpretation
1. "Affiliate" means any person or company that directly or indirectly controls a Party or is directly or indirectly controlled by a Party, including a Party's parent or subsidiary, or is under direct or indirect common control with such Party. For the purpose of this Agreement, "control" shall mean either the ownership of fifty per cent (50%) or more of the ordinary share capital of the company carrying the right to vote at general meetings or the power to nominate a majority of the board of directors of the Company."Proprietary Know-how" shall mean processes,methods and manufacturing techniques, experience and other information and materials including but not limited to the Technical Information and Technical Assistance supplied or rendered by the Licensor to the Licensee here under which have been developed by and are known to the Licensor on the date here of and/or which may be further developed by the Licensor or become known to it during the continuance of this Agreement excepting, howeve rany secret know-how acquired by the Licensor from third parties which the Licensor is precluded from disclosing to the Licensee.
3. ""Proprietary Information" means the information, whether patentable or not, disclosed to the CJV by either Party or its Affiliates or disclosed by the CJV to either Party or its Affiliates during the term of this Contract,including technology, inventions, creations, know-how, formulations recipes, specifications, designs, methods, processes, techniques, data, rights devices, drawings, instructions, expertise, trade practices, trade secrets and such commercial, economic, financial or other information as is generally treated as confidential by the disclosing Party, its Affiliates, or the CJV, as the case may be; provided that when such information is in unwritten or intangible form, the disclosing Party, its Affiliates or the CJV shall, within one month of making the disclosure, provide the other Party and/or the CJV with a written confirmation that such information constitutes its Proprietary Information.
4. "Encumbrances" include any option, right to acquire, right of preemption mortgage, charge, pledge, lien, hypothecation, title creation, right of set-off counter claim, trust arrangement or other security or any equity or restriction(including any relevant restriction imposed under the relevant law).
5. In this Agreement, unless the context otherwise requires:
a) headings are for convenience only and shall not affect the interpretation
of this Agreement;
b) words importing the singular include the plural and vice versa;c) words importing a gender include any gender;d) an expression importing a natural person includes any company partnership, joint venture, association, corporation or other body corporate and any governmental agency;
e)a reference to any law, regulation or rule includes all laws, regulations, or rules amending, consolidating or replacing them, and a reference to a law includes all regulations and rules under that law;
f) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;g)a reference to a party to any document includes that party's successors and permitted assigns;
h) a reference to an agreement includes an undertaking, agreement or legally enforceable arrangement or understanding whether or not in writing,i) a warranty, representation, undertaking, indemnity, covenant or agreement on the part of two or more persons binds them jointly and severally; and j) the schedules, annexures and appendices to this Agreement shall form an integral part of this Agreement.

1. "Control" means the power of any entity to direct the affairs of another entity whether by any of the following means or otherwise:.a) beneficial ownership of or entitlement to acquire shares or assets of the other;
b) power to exercise voting rights in relation to the other;c)power to appoint members of the supervisory board, board of directors or bodies legally representing the other; or
d) power to operate, direct or manage the general affairs of the other.2. "Technical Information" shall mean all technical data, drawings, designs,formulae, specifications, processes, methods of manufacture, computer programs or other software or technical documents and similar intellectual property rights of or developed by the Licensor as of the date hereof or to be developed by the Licensor during the term of this Agreement relating to the Product, including improvements thereto.
3. The headings used in this Contract are for ease of reference only, and in no event shall the substance of any paragraph or the intent of the Parties be interpreted or controlled by such headings.4.References to:
a)Clauses and Schedules are to clauses in and schedules to this Agreement(unless the context otherwise requires) and the Recitals and Schedules to this Agreement shall be deemed to form part of this Agreement;
b)"person" shall include body corporate》 unincorporated association and partnership (whether or not having separate legal personality);c) writing shall include any methods of producing or reproducing words in a legible and non-transitory form; and
d) masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.


翻译考点：
考点1：“use its best endeavors”建议译为“竭力。
考点2：“without explicit written authorization”需译为“未经明示书面授权”。
考点3：“affiliates and successors”推荐译为“关联公司和承继人”。
考点4：“solely for the... purposes”译为“仅供……之目的”。
考点5：“reasonable precautions”建议译为“合理的预防措施”。
考点6：“terminate two (2) years after”译为“于……后二(2)年终止”。