CONFIDENTIALITY AGREEMENT
by and between
【 】, a company incorporated under law with head office in with registration no. , hereby reprented by , in his capacity as , duly empowered
hereinafter referred to as “XXX”;
and
CHINA STATE ENERGY ENGINEERING COPR.LTD, a company incorporated under China law with head office in Shanghai with registration no. 91310000100006397J
hereinafter referred to as “CSEEC”;
hereinafter jointly referred to as the “Parties” or individually as the “Party”
Whereas
i. The Parties have both expresd an interest in evaluating business opportunities in the energy ctor;
ii. For the purpo of evaluating business opportunities in the energy ctor (the "Permitted Purpo"), the Parties intend to make available to each other certain Confidential Information (as defined in clau 2 below) at the terms of and subject to the conditions t out in this confidentiality agreement (the "Confidentiality Agreement");
Now therefore,
the Parties agree as follows:
Art. 1 – Recitals and attachments
1.1 The recitals and the attachments in and to this Confidentiality Agreement reprent an integral and substantial part of the same.
Art. 2 – Confidential Information
2.1 For the purpos of this Confidentiality Agreement, confidential information (“Confidential Information”) means:
a) this Confidentiality Agreement;
b) all information, including, among other, acts, documents, news, data, knowledge, know-how, designs, models, graphic reprentations which the Parties will come in posssion of either directly or indirectly also through its own reprentatives as hereinafter defined, in the cour and for the purpo of carrying out the activities indicated in the recitals, verbally or in writing or physically transmitted, printed on paper and/or in a visual, electronic, magnetic medium or any by other means;
c) all analys, evaluations, technical documentation and other documents of any nature whatsoever, reproduced on any kind of medium, also electronic media, prepared or originated by the Parties (or their Reprentatives) which directly include or reproduce the information under the foregoing paragraph;
d) all information that the Parties shall define as such;
e) all subquent processing and/or modifications carried out on the basis of said Confidential Information.
2.2 The Parties mutually agree that the following will not be considered Confidential Information:
a) information which at the moment of its disclosure is, or subquently becomes generally available to (through no act or omission on the part of the Parties or on the part of one of their Reprentatives or in any ca for breaching this Confidentiality Agreement) the public domain following publication or through other means of communication;
b) information which the Parties can demonstrate was already in their posssion at the moment it was placed at their disposal and that it was not acquired, either directly or indirectly, breaching any legal, contract or fiduciary obligation on the part of the supplier of said information;
c) information which, while respecting the law and without breaching the provisions t forth in this Confidentiality Agreement, has been made available to the Parties without any covenant of confidentiality from a source different from the Parties and their Reprentatives provided said source reprents not being bound by any covenant of confidentiality with the Parties, or company of the group which the Parties are part of or which they are in charge of, or of any other covenant of confidentiality and, in any ca, not having acquired said information breaching any legal, contract or fiduciary obligation;
d) information the disclosure of which was previously authorized in writing by the disclosing Party.
Art. 3 – Confidentiality Obligations
3.1 The Parties, also on behalf of their Reprentatives (as defined below), undertake to keep all Confidential Information confidential and not to disclo Confidential Information to anyone, save to the extent permitted by clau 3.3 below and to ensure th
at all Confidential Information is protected with adequate curity measures so as to prevent any access to Confidential Information by any person not qualifying under clau 3.3 below.
3.2 The Confidential Information may be utilized solely and exclusively for the Permitted Purpo.
3.3 The Parties may disclo the Confidential Information solely and exclusively to its own (and its subsidiaries’) directors, employees or consultants involved in the activities indicated in the recitals who will have an effective and concrete necessity to know said information (“Reprentatives”). The Confidential Information shall only be disclod if such Reprentative has agreed in writing vis-à-vis the other Party to be bound by the terms and conditions of this Confidentiality Agreement. The Party disclosing the Confidential Information to its Reprentatives shall remain responsible for the compliance of this Confidentiality Agreement by the respective Reprentative. In the ca of any violation, such Reprentative shall be held jointly and parately liable with t
he Parties. The Parties must ensure that their Reprentatives comply with the terms of this Confidentiality Agreement and that they take on the relative obligation before the Confidential Information is disclod to the respective Reprentative. Further, the Parties may disclo the Confidential Information to any person to whom information is required or requested to be disclod (i) by any governmental or other regulatory authority or similar body having jurisdiction over the respective Party or (ii) pursuant to the rules of any stock exchange on which curities of the respective Party are traded or (iii) pursuant to any mandatory law or regulation, such Confidential Information as is required or requested to be disclod.
