加拿大外贸
1. Definition. “Confidential Information" means non-public information, technical data, or know-how belonging to Xxxx, including, without limitation, Xxxx’s blueprints, drawings, renderings, specifications and other documents (whether in tangible or electronic form), samples, models, business models, prototypes, designs, technology, research, products (existing, new or envisioned), developments, inventions, manufacturing processes, production techniques, designs, purchasing, accounting, assembly, distribution, engineering, pricing, marketing, merchandising, sales and/or advertising and promotional support by Xxxx, as well as any discoveries, concepts and ideas, whether patentable or not, processes, methods, formulas and techniques (as well as improvements thereof or know-how related thereto) concerning any present or future prospect or activities of Xxxx which is delivered by Xxxx to Company in writings, drawings, orally, by other media, or observed by Company under circumstances where disclosure ought to be treated as confidential, or otherwise. Confidential Information of Xxxx shall include Feedback as provided in paragraph 7.2. Exclusions. Confidential Information shall not include any information, however designated, that (i) is or subsequently becomes publicly available without breach of this Agreement by Company or persons or entities to whom disclosure is rightfully made pursuant to paragraph 3; (ii) is known by Company prior to disclosure by Xxxx pursuant to this Agreement as evidenced by Company’s written records created prior to such receipt of information from Xxxx; (iii) is received by Company in good faith from a third party lawfully in possession of the information and having no obligation to maintain the confidentiality thereof; or (iv) is independently developed by Company through persons or entities who had no access to the information, as evidenced by their written records. Further, Company may disclose Confidential Information pursuant to a judicial or other governmental order or as required by law, provided that Company provides Xxxx as much advance notice of the possibility of such disclosure as practical under the circumstances in order to allow Xxxx a reasonable opportunity to attempt to stop such disclosure or seek a protective order concerning the disclosure, and Company undertakes reasonable efforts to maintain the confidentiality and non-disclosure of the information.
3. Non-Disclosure. Company agrees that it will not disclose, reveal, copy use, exploit, appropriate or make available, in any manner or form, any portion of the Confidential Information, to any person, other than its officers, directors, employees or agents; provided (i) such disclosure and access is on a need-to-know and confidential basis in furtherance of this Agreement; (ii) the recipient of such disclosure has been advised of and is familiar with the terms of this Agreement and lawfully bound in a written document to obligations of confidentiality, nondisclosure and limited use which are consistent with and no less protective than those set forth in this Agreement and, if requested by Xxxx, Company will cause each such person or entity to execute and deliver to Xxxx a confidentiality agreement similar hereto, (iii) Company is responsible to Xxxx for any breach of said obligations by the recipient, and (iv) the recipient is not a direct competitor of Xxxx. Further, Company will take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential Xxxx’s Confidential Information. The existence of this Agreement shall be considered confidential and shall be accorded the same protection as Confidential Information.
4. Notification; Relief. Company will notify Xxxx immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Company, its officers, directors, employees, or agents, and will cooperate with Xxxx in every reasonable way to help Xxxx regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Company acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Confidential Information and that Xxxx shall be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Company shall allow Xxxx to conduct reasonable inspections during normal business hours to verify that Company is strictly performing its obligations under this Agreement.
5. Return of Confidential Information; Termination; Survival. Company shall at its sole cost and expense, at Xxxx’s request, return all originals, copies, reproductions and summaries, and remove from its computer systems all electronic copies, of Confidential Information and all other tangible materials and devices provided to Company as Confidential Information, or at Xxxx’s option, certify destruction of the same. Either party may terminate this Agreement, with or without cause, on 30 days prior written notice to the other, provided that Company’s obligations relating to the Confidential Information shall survive the return or destruction of the Confidential Information and the termination of the parties’ business relationship.
6. Ownership. All Confidential Information is and shall remain at all times the exclusive property of Xxxx; Company shall not take any actions inconsistent therewith. By disclosing Confidential Information to Company, Xxxx does not grant any express or implied right or license to Company to or under any patents, copyrights, trademarks, trade names, trade secrets, Feedback, or otherwise, nor consent to the use of any Confidential Information even if it becomes public knowledge through any improper act or omission by or on behalf of Company. Xxxx reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, trade names, or trade secrets.
7. Feedback. Company may from time to time provide to Xxxx suggestions or services in furtherance of this Agreement or related to the Confidential Information, including without limitation, analyzing, refining, modifying and improving product concepts, initiating new product ideas, creating new product aesthetics, creating new functional product features, creating design and/or engineering documentation of product concepts in the form of 2D drawings and/or 3D geometry or blueprints or specifications, creating aesthetic models and/or functional prototypes for new product concepts, performing engineering analysis of new product concepts, assisting with product tooling releases, and making suggestions for improving production processes, enhancing business models, as well as or other information (“Feedback). The parties agree that all Feedback is and shall be given entirely voluntarily. Feedback that may be subject to protection as intellectual property and that is conceived by Company in connection with performance of service or manufacture of product for Xxxx and that is based upon Xxxx’s Confidential Information, shall be treated as the Confidential Information of Xxxx and covered by this Agreement as “Proprietary Feedback.” All and only Proprietary Feedback shall be considered as “work made for hire” under applicable law for the benefit of Xxxx, and shall be deemed, as between the parties, the Confidential Information of Xxxx and covered by this Agreement, excluding Feedback that falls within an exception set forth in paragraph 2 (which, nonetheless, shall be deemed voluntarily disclosed). Feedback, even if treated or designated as confidential by Company, or covered by an exception under paragraph 2, shall not, absent a separate written agreement, create any confidentiality obligation for Xxxx. Company represents that it has the unrestricted right to disclose any Feedback, free of all claims of third parties, and that such disclosure is not in violation of any secrecy agreement with any third party. Xxxx shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback, as Xxxx sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise, except as provided in a separate subsequent written agreement between the parties. Company hereby assigns, and will cause its agents to assign, to Xxxx all right, title and interest in all and only the Proprietary Feedback, including without limitation, all patents, registrations and copyrights, and agrees to execute or have executed any documentation necessary to ensure that such rights arise in Xxxx.
8. Future Arrangements. The parties are independent of each other and nothing in this Agreement shall be deemed to constitute a joint venture, partnership, agency or any other arrangement between the parties. Xxxx has no obligation to enter into any further arrangement with the Company relative to the Confidential Information or any other matter. Further the terms of this Agreement shall not be construed as limiting Xxxx’s right to independently develop or acquire products, the right to enter into transaction with third parties, whether or not such efforts or transactions include products that are competitive with the products, goods or services provided by Company or covered by this Agreement.
9. Conflicts of Interest. Company represents that it has advised Xxxx in writing prior to the Effective Date of any relationship with third parties that would present a conflict of interest with Company’s business relationship with Xxxx, or which would prevent Company from carrying out the terms of this Agreement, or which would present a significant opportunity for the disclosure of Xxxx’s Confidential Information. Company will advise Xxxx of any such relationships that arise during the term of this Agreement.
[ 本帖最后由 eagolong 于 2012-11-20 14:10 编辑 ]
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这也太多了点吧
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的确是太多了,哪位高手闲来无事就帮一下吧
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直接放进GOOGLE的翻译，自己载润色下吧
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确实太长了啊。。。
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楼主这个太强了，
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楼主太强了，这翻译得收费啊
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坑爹呀
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哈哈，真的是坑爹。。。
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呵呵，这么长，哪个有时间一字一句帮忙译咯？
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好多喔
一看到就不想看
先去google翻譯下大略意思
再慢慢修正吧
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尼玛，这个，真的有点坑爹呀，你要不拿点钱，找个翻译给你搞定吧。这个太长了，网友也是需要上班找客户，下班休息的呀。
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我是新人，尝试了一下， 请多多指教！
Definition. “Confidential Information" means non-public information, technical data, or know-how belonging to Xxxx, including, without limitation, Xxxx’s blueprints, drawings, renderings, specifications and other documents (whether in tangible or electronic form), samples, models, business models, prototypes, designs, technology, research, products (existing, new or envisioned), developments, inventions, manufacturing processes, production techniques, designs, purchasing, accounting, assembly, distribution, engineering, pricing, marketing, merchandising, sales and/or advertising and promotional support by Xxxx, as well as any discoveries, concepts and ideas, whether patentable or not, processes, methods, formulas and techniques (as well as improvements thereof or know-how related thereto) concerning any present or future prospect or activities of Xxxx which is delivered by Xxxx to Company in writings, drawings, orally, by other media, or observed by Company under circumstances where disclosure ought to be treated as confidential, or otherwise. Confidential Information of Xxxx shall include Feedback as provided in paragraph 7.
翻译如下：
定义：机密消息是指不公开的信息，技术数据，关于XXXX的技术秘密，无限制，XXXX的蓝图，设计稿，译文，说明书和其他的文件（纸质的或者电子形式的），样品，型号，商业模式，蓝本，设计，技术，研究，产品（现有的，新开发的，预想的），新产品，新发明，生产过程，产品技术，设计，采购，账目，装配，销售，管理，报价，营销，推销，销售和广告以及XXXX赞助的促销，也包括发明，概念和想法，是否拥有专利权，进程，秩序，配方和技术（也包括改进或者相关的技术秘密），由XXXX提出的关于公司现在和将来前景的设想或者活动的书面的，样图的，口头的，通过另外的媒介，或是公司在被公开的事情应该保密的情况下的研究，或者是别的。XXXX的机密消息包括在第七段中提供的反馈。
加拿大电商昨天我把提单复件发给了客户，今天收到了他回信，如下： Dear Nicholas, please send all shipping documents. We will check B/L copy and we will reply ASAP. Thank you Best Regards ......................................... 加拿大电商刚从事这行半年，对电子行业不了解，自己整理了些，算是学习，供大家分享，也请大家补充。我毕竟是个文科生，对这方面知识严重欠缺。 DVD:英文全名是Digital Video Disk, 即数字视频光
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