加拿大外贸
大家好：我今年刚刚参加工作不久，今天上午老板给了我一份德国客户发过来的保密协议，我的英语也刚过四级，觉得翻译这个很有困难。
好难过啊，不知道怎么和老板说，所以发到这里，不知道能不能麻烦哪位高手有时间的话帮忙翻译一下啊。
万分感谢！
This Master Supply Agreement is agreed between
KNORR-BREMSE Braking Systems for Commercial Vehicles (Dalian) Co., LTD.
Automobile Parts Industrial Park, Block No.48, Economic & Technological Development Zone.
Dalian China. 116600
hereinafter referred to as “Knorr-Bremse”
and
Dalian Shanyuan Machine Manufacturing Co., Ltd.
No. 5 Yingquan Road, Zhanqian Street, Jinzhou Borough, Dalian China.
hereinafter referred to as “Shanyuan”
and each hereinafter referred to individually as “Party” and jointly as “Parties” to this Confidentiality Agreement
Preamble
WHEREAS, the Parties expect to potentially co-operate in view of XXX (hereinafter referred to as the “Project”)
As a part of this co-operation and anticipated discussions relating to the further cooperation, the Parties hereto may need to exchange certain Proprietary Information. The Parties acknowledge that any breach of this Agreement might result in considerable loss and are therefore desirous of protecting any Proprietary Information disclosed as a result of this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. “Proprietary Information” as used herein, means all information such as - but not limited to - material, data, knowledge, know-how, samples and prototypes
a) of a scientific, technical or industrial nature including trade secrets, inventions, processes, methods, designs, plans, computer data bases, computer software and computer programs, or
b) relating to business or commercial operation, including costs, pricing data, contractual information and business, commercial, marketing and financial plans, strategies and forecasts
in whatever form - whether machine readable or interpreted, contained in physical components or in discussions taking place - transmitted from one Party hereto (hereinafter referred to as the “Transmitter”) and received by the other Party hereto (hereinafter referred to as the “Recipient”) or any Affiliate of the Parties relating to or in connection with the Project, as well as the fact of entering and engaging on discussions on the Project.
As used herein, “Affiliate” means a company or entity which a party or its holding company directly or indirectly owns an interest of at least 50 %.
2.1 For the duration of this Agreement as set out in clause 8 Recipient agrees to:
a) hold in strict confidence any and all Proprietary Information and not disclose Proprietary Information to any third party;
b) use Proprietary Information exclusively for the Project;
c) not, without the prior written permission of Transmitter, use Proprietary Information for any purpose other than to work co-operatively with the other party to develop the Project;
d) not analyze Proprietary Information to determine their chemical composition or physical properties
e) not file any patent, utility model, design application or other intellectual property registration based upon or disclosing any Proprietary Information.
f) not make samples or prototypes available to any third party
2.2 Notwithstanding clause 2.1, Recipient shall exceptionally be permitted to provide Proprietary Information to one or more of Recipient’s Affiliates, in case such Affiliate(s) is (are) absolutely necessary for accomplishing the Project, provided that each such Affiliate is first required to abide by the same obligations as Recipient under this Agreement. Recipient warrants that any of its Affiliates receiving Proprietary Information shall comply with the terms of this Agreement.
Any Proprietary Information provided to Recipient by Transmitter’s Affiliate(s) shall be treated by Recipient as if received directly from Transmitter.
3. Recipient’s obligation of confidentiality, non-disclosure and non-use shall not apply to information which:
a) is approved for release by written authorization of Transmitter;
b) is known to the Recipient prior to disclosure by Transmitter;
c) is or becomes known to the public without a breach of this Agreement;
d) is developed by Recipient independently of Proprietary Information received from Transmitter;
e) is disclosed under operation of law, governmental regulation or court order.
If required by Transmitter Recipient has to prove above mentioned a) to e) by competent legal evidence.
4. Recipient undertakes to protect the Proprietary Information by exercising the same degree of care as Recipient uses to preserve its own Proprietary Information of a like nature. Such degree of care and protection shall include the following minimum safeguards, with respect to Transmitter’s Proprietary Information:
a) only those employees of Recipient who need to receive Transmitter’s Proprietary Information in order to carry out the Project shall have access to such Proprietary Information; and
b) such access shall be limited to only so much of Transmitter’s Proprietary Information as is necessary for the particular employee to perform his function.
5. The Recipient shall, upon written request of Transmitter, promptly return all Proprietary Information (including all copies thereof) to Transmitter, but at the latest after the end of the Project without request of Transmitter.
6. The Proprietary Information remains the property of Transmitter. Nothing contained in this Agreement shall be construed - either expressly or by implication - as granting or conferring to Recipient any rights including but not limited to patent rights or licenses with respect to the Proprietary Information.
Neither party makes any representation or warranty as to the completeness or accuracy of the Proprietary Information and neither Party shall have any liability towards for the use of the Proprietary Information by the other party.
7. The Parties hereto agree and declare that nothing contained in this Agreement shall constitute or be construed to be a limitation or restriction upon any of the Parties hereto to use or disclose their own Proprietary Information.
8. This Agreement shall become effective on the date of signing and shall expire five (5) years after the end of the Project.
9. This Agreement shall be construed under the laws of the Federal Republic of Germany excluding the conflict of laws regulations and the UN Convention on Contracts for the International Sale of Goods (CISG).
10. Exclusive place of jurisdiction for all disputes arising in connection with this Agreement shall be the local court of Munich, Germany.
11. This Agreement shall be binding upon the Parties, their successors and assignees. Neither party may assign this Agreement or any Confidential Information received from the other party without the express prior written consent of such other party.
加拿大电商做区块链为什么都注册新加坡基金会 目前做区块链项目的客户都会通过注册基金会来作为项目的主体，为什么都在新加坡注册基金会，首先性价比高，而且新加坡市场也比较成熟，项目 加拿大电商露天电影首发——葡中双语字幕《中央车站》 http://bbs.shanghai.com/thread-1714999-1-1.html screen.width*0.7) {this.resized=true; this.width=screen.width*0.7; this.alt='Click here to open new window\nCTRL+Mouse wheel to zoo
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