Non-disclosure agreement terms and conditions
By using this website to download information on human genetic resources, you agree to the following confidentiality terms and conditions:
According to laws and regulations such as the Regulations of the People's Republic of China on the Management of Human Genetic Resources, Nanodigmbio (Nanjing) Biotechnology Co., Ltd, Shanghai Nanodigmbio Biotechnology Co., Ltd and Nanjing BoruHongke Biotechnology Co., Ltd. and affiliated companies (hereinafter collectively referred to as "the company", "us", "our", or "discloser"). The company open human genetic resources information to relevant scientific research institutions, colleges, medical institutions, and enterprises (hereinafter referred to as "you" or "recipient"). Use of this website (hereinafter referred to as "this site") is subject to the following terms and conditions of the confidentiality agreement. By using this site, you unconditionally agree to abide by the terms and conditions of the confidentiality agreement of this site. If you do not agree to abide by the terms and conditions of the confidentiality agreement of this site, you may not be able to access or use this site to download the letter of human genetic resources. The company reserves the right to modify, update, add, terminate, remove, amend and / or change all or part of the terms at any time. If the company consider that the change is a major change, it may post a notice through the modification of the homepage link to post "the terms and conditions of the confidentiality agreement have been updated" or similar content on the homepage for a reasonable time. If you access, use this site to download the letter of human genetic resources, or provide information to the company in any way after the terms of this site have been changed, the company will be deemed that you have read, understood and unconditionally agreed to the changes. You can find the latest version of the terms on this site, which will replace all previous versions.
The terms and conditions of the non-disclosure agreement included in this content will constitute the entire agreement between you and the Company in relation to this subject matter and replace all prior or other oral or written arrangements, understandings, negotiations and discussions. The exemption provided by any amount in these Terms shall not be the basis for exemption of other provisions (whether they are similar), and unless stated otherwise, the exemption shall not be the basis for continued exemption.
Article 1 Definitions
1.1 Disclosure of information
The so-called "public", as long as the information has become publicly known in the industry, it means that the information has been made public.
1.2 Disclosure Party
The so-called "disclosure party" refers to the party that discloses "confidential information", that is, the company.
1.3 Recipient
The so-called "recipient" means the party that accepts "confidential information", that is, you.
1.4 Related parties
"Associated party" means any company or other operating entity that controls the party, is controlled by the party, or is under common control of the parties, including the party. For the party, the term "control" Refers to the direct or indirect ownership of the majority of the party's assets or voting shares.
1.5 Confidential Information
1.5.1 The so-called "confidential information" under the terms and conditions of the confidentiality agreement refers to technical information and business information that are not known to the public, can bring economic benefits to the company, are practical and have been taken by the company to take confidentiality measures. The scope involved is: including, but not limited to, human genetic resource information, drawings, electronic memory media, electronic data, experimental data, materials, parts, customer lists, Agreements on source information, contracts, prices, costs, production and marketing strategies, etc. The company and you mutually disclose content information related to cooperation projects during the negotiation, signing and performance of contracts.
1.5.2 The "Confidential Information" under the terms and conditions of the confidentiality agreement shall also meet the following conditions:
(1) If "confidential information" is disclosed in writing, the "discloser" must be marked with "internal data", "strict confidentiality", "proprietary information", "confidentiality" or other equivalent signs at the time of disclosure.
(2) If "confidential information" is disclosed in a form other than written form, the "discloser" shall list such information as "confidential information" in writing within 7 working days after such information is disclosed Submit the statement to the "recipient" for signature confirmation.
1.5.3 The confidentiality obligations under the terms and conditions of the confidentiality agreement do not apply to the following information:
(1) Information disclosed at the time of disclosure.
(2) Information that is known to a third party not because of the fault of the "recipient" and that third party is not responsible for confidentiality.
(3) The information was secret at the time of disclosure, but the information was not disclosed because of the fault of the "recipient" after the disclosure.
(4) Information that was known to the "Recipient" at the time of disclosure and that the "Recipient" is not responsible for confidentiality.
(5) Where disclosure is required in accordance with an order or compulsory law of a government or competent authority or court, provided that the order must be immediately notified in writing to the disclosed party in order to give the disclosed party an opportunity to intervene.
(6) Information independently developed by the "Recipient".
(7) Information released and made public according to our prior agreement with you.
(8) Information legally obtained by a "recipient" from a third party and the "recipient" has not undertaken any obligation of confidentiality.
Article 2 Obligations of Confidentiality and Management of "Confidential Information"
2.1 The recipient shall protect the "confidential information" under the terms and conditions of the confidentiality agreement with equal care in protecting similar information that is equally important to him, but such prudence shall not be less than a reasonable degree of care.
2.2 The "Recipient" can only disclose "Confidential Information" under the terms and conditions of the confidentiality agreement to employees who need to know the "Confidential Information", the "Recipient" has an obligation to require employees who must know such "Confidential Information" undertake confidentiality obligations and frequently check their employees' performance of confidentiality obligations.
2.3 During the confidentiality period stipulated in the terms and conditions of the confidentiality agreement, without the written consent of the "disclosure party", the "recipient" shall not disclose the "confidential information" specified in the terms and conditions of the confidentiality agreement to any third party. Third parties do not include "affiliates" of the "recipient". If it is necessary for the recipient to further disclose the "confidential information" stipulated in the terms and conditions of the confidentiality agreement to the third party, prior written consent of the "disclosure party" is required.
2.4 "Recipients" have the right to communicate "confidential information" to their "Associated Party", if such "Associated Party" are subject to the terms under the terms and conditions of the confidentiality agreement.
2.5 According to the company's prior agreement with you, each party may publish and disclose the "confidential information" described in the terms and conditions of the confidentiality agreement.
2.6 When the Company and either of you discovers that the "confidential information" under the terms and conditions of this confidentiality agreement has been leaked, the discovering party has the obligation to immediately notify the leaked party. If the leaked party makes a written request, the discovering party may Assist the leaked party to prevent further leakage of such "confidential information." The costs incurred by the discovering party to take reasonable measures to prevent further leakage of such "confidential information" shall be borne by the leaked party.
2.7 The confidential information disclosed by the disclosing party to the acquiring party shall not be copied. In special cases, with the written consent of the disclosing party, the acquiring party may make a small number of copies of the confidential information disclosed by the disclosing party. If the disclosing party requests it, the acquiring party shall return the copied confidential information to the disclosing party or destroyed with written certification.
Article 3 Warranty
The "discloser" guarantees its right to make disclosure under the terms and conditions of the confidentiality agreement. However, neither party makes any other guarantees under the terms and conditions of the confidentiality agreement, including those that are commercially viable and suitable for a specific purpose.
Article 4 Duration of the "recipient" confidentiality obligation
The recipient's confidentiality period is: permanent confidentiality from the time the confidential information is accepted, unless the confidential information has been legally made public.
Article 5 Succession and Assignment
The terms and conditions of the non-disclosure agreement shall be binding on the Company and your respective successors and assigns and shall apply to the interests of those successors and assigns. However, neither party may transfer any of the rights or obligations under the terms and conditions of the non-disclosure agreement or the terms and conditions of the non-disclosure agreement without the written consent of the other party. However, when any party transfers to an equity heir by means of absorption, merger, reorganization, new merger or sale of all or substantially all of its assets, such consent is not required.
Article 6 Liability for breach of contract
6.1 The acquirer shall be liable for breach of contract when:
(1) The acquirer, the employees of the acquirer, etc. have leaked confidential information to a third party without the written consent of the disclosing party;
(2) The acquirer violates the terms and conditions stipulated in Article 2 of the confidentiality agreement;
(3) Other acts of the acquirer have leaked confidential information.
6.2 When the above situation occurs, the acquirer shall immediately stop its breach of contract and take measures to avoid the loss of the disclosing party. At the same time, the acquirer shall compensate the disclosing party for the economic loss suffered thereby.
Article 7 Dispute resolution
7.1 During the implementation of the terms and conditions of the confidentiality agreement, if any disputes or disputes related to the agreement occur, the company and you shall resolve them through friendly negotiation.
7.2 If the dispute cannot be properly resolved within one month from the date of the dispute, the company and either of you have the right to apply for arbitration to the Nanjing Arbitration Commission and settle the dispute in accordance with the arbitration rules of the Nanjing Arbitration Commission then in effect.
7.3 If any of the terms and conditions of the confidentiality agreement is deemed invalid or unenforceable by the arbitration agency, the agreement will be deemed to be deleted from the terms and conditions of the confidentiality agreement, but the company and you shall agree:
(1) Negotiate a fair and reasonable new agreement as close as possible to the meaning of the original agreement; and
(2) Other terms and conditions of the confidentiality agreement are still valid.
Article 8 Miscellaneous
8.1 Applicable law
The validity, performance and interpretation of the terms and conditions of the confidentiality agreement apply to the laws of the People's Republic of China.
8.2 Right of final interpretation
The company reserves the right of final interpretation of the terms and conditions of the privacy protection agreement.
According to laws and regulations such as the Regulations of the People's Republic of China on the Management of Human Genetic Resources, Nanodigmbio (Nanjing) Biotechnology Co., Ltd, Shanghai Nanodigmbio Biotechnology Co., Ltd and Nanjing BoruHongke Biotechnology Co., Ltd. and affiliated companies (hereinafter collectively referred to as "the company", "us", "our", or "discloser"). The company open human genetic resources information to relevant scientific research institutions, colleges, medical institutions, and enterprises (hereinafter referred to as "you" or "recipient"). Use of this website (hereinafter referred to as "this site") is subject to the following terms and conditions of the confidentiality agreement. By using this site, you unconditionally agree to abide by the terms and conditions of the confidentiality agreement of this site. If you do not agree to abide by the terms and conditions of the confidentiality agreement of this site, you may not be able to access or use this site to download the letter of human genetic resources. The company reserves the right to modify, update, add, terminate, remove, amend and / or change all or part of the terms at any time. If the company consider that the change is a major change, it may post a notice through the modification of the homepage link to post "the terms and conditions of the confidentiality agreement have been updated" or similar content on the homepage for a reasonable time. If you access, use this site to download the letter of human genetic resources, or provide information to the company in any way after the terms of this site have been changed, the company will be deemed that you have read, understood and unconditionally agreed to the changes. You can find the latest version of the terms on this site, which will replace all previous versions.
The terms and conditions of the non-disclosure agreement included in this content will constitute the entire agreement between you and the Company in relation to this subject matter and replace all prior or other oral or written arrangements, understandings, negotiations and discussions. The exemption provided by any amount in these Terms shall not be the basis for exemption of other provisions (whether they are similar), and unless stated otherwise, the exemption shall not be the basis for continued exemption.
Article 1 Definitions
1.1 Disclosure of information
The so-called "public", as long as the information has become publicly known in the industry, it means that the information has been made public.
1.2 Disclosure Party
The so-called "disclosure party" refers to the party that discloses "confidential information", that is, the company.
1.3 Recipient
The so-called "recipient" means the party that accepts "confidential information", that is, you.
1.4 Related parties
"Associated party" means any company or other operating entity that controls the party, is controlled by the party, or is under common control of the parties, including the party. For the party, the term "control" Refers to the direct or indirect ownership of the majority of the party's assets or voting shares.
1.5 Confidential Information
1.5.1 The so-called "confidential information" under the terms and conditions of the confidentiality agreement refers to technical information and business information that are not known to the public, can bring economic benefits to the company, are practical and have been taken by the company to take confidentiality measures. The scope involved is: including, but not limited to, human genetic resource information, drawings, electronic memory media, electronic data, experimental data, materials, parts, customer lists, Agreements on source information, contracts, prices, costs, production and marketing strategies, etc. The company and you mutually disclose content information related to cooperation projects during the negotiation, signing and performance of contracts.
1.5.2 The "Confidential Information" under the terms and conditions of the confidentiality agreement shall also meet the following conditions:
(1) If "confidential information" is disclosed in writing, the "discloser" must be marked with "internal data", "strict confidentiality", "proprietary information", "confidentiality" or other equivalent signs at the time of disclosure.
(2) If "confidential information" is disclosed in a form other than written form, the "discloser" shall list such information as "confidential information" in writing within 7 working days after such information is disclosed Submit the statement to the "recipient" for signature confirmation.
1.5.3 The confidentiality obligations under the terms and conditions of the confidentiality agreement do not apply to the following information:
(1) Information disclosed at the time of disclosure.
(2) Information that is known to a third party not because of the fault of the "recipient" and that third party is not responsible for confidentiality.
(3) The information was secret at the time of disclosure, but the information was not disclosed because of the fault of the "recipient" after the disclosure.
(4) Information that was known to the "Recipient" at the time of disclosure and that the "Recipient" is not responsible for confidentiality.
(5) Where disclosure is required in accordance with an order or compulsory law of a government or competent authority or court, provided that the order must be immediately notified in writing to the disclosed party in order to give the disclosed party an opportunity to intervene.
(6) Information independently developed by the "Recipient".
(7) Information released and made public according to our prior agreement with you.
(8) Information legally obtained by a "recipient" from a third party and the "recipient" has not undertaken any obligation of confidentiality.
Article 2 Obligations of Confidentiality and Management of "Confidential Information"
2.1 The recipient shall protect the "confidential information" under the terms and conditions of the confidentiality agreement with equal care in protecting similar information that is equally important to him, but such prudence shall not be less than a reasonable degree of care.
2.2 The "Recipient" can only disclose "Confidential Information" under the terms and conditions of the confidentiality agreement to employees who need to know the "Confidential Information", the "Recipient" has an obligation to require employees who must know such "Confidential Information" undertake confidentiality obligations and frequently check their employees' performance of confidentiality obligations.
2.3 During the confidentiality period stipulated in the terms and conditions of the confidentiality agreement, without the written consent of the "disclosure party", the "recipient" shall not disclose the "confidential information" specified in the terms and conditions of the confidentiality agreement to any third party. Third parties do not include "affiliates" of the "recipient". If it is necessary for the recipient to further disclose the "confidential information" stipulated in the terms and conditions of the confidentiality agreement to the third party, prior written consent of the "disclosure party" is required.
2.4 "Recipients" have the right to communicate "confidential information" to their "Associated Party", if such "Associated Party" are subject to the terms under the terms and conditions of the confidentiality agreement.
2.5 According to the company's prior agreement with you, each party may publish and disclose the "confidential information" described in the terms and conditions of the confidentiality agreement.
2.6 When the Company and either of you discovers that the "confidential information" under the terms and conditions of this confidentiality agreement has been leaked, the discovering party has the obligation to immediately notify the leaked party. If the leaked party makes a written request, the discovering party may Assist the leaked party to prevent further leakage of such "confidential information." The costs incurred by the discovering party to take reasonable measures to prevent further leakage of such "confidential information" shall be borne by the leaked party.
2.7 The confidential information disclosed by the disclosing party to the acquiring party shall not be copied. In special cases, with the written consent of the disclosing party, the acquiring party may make a small number of copies of the confidential information disclosed by the disclosing party. If the disclosing party requests it, the acquiring party shall return the copied confidential information to the disclosing party or destroyed with written certification.
Article 3 Warranty
The "discloser" guarantees its right to make disclosure under the terms and conditions of the confidentiality agreement. However, neither party makes any other guarantees under the terms and conditions of the confidentiality agreement, including those that are commercially viable and suitable for a specific purpose.
Article 4 Duration of the "recipient" confidentiality obligation
The recipient's confidentiality period is: permanent confidentiality from the time the confidential information is accepted, unless the confidential information has been legally made public.
Article 5 Succession and Assignment
The terms and conditions of the non-disclosure agreement shall be binding on the Company and your respective successors and assigns and shall apply to the interests of those successors and assigns. However, neither party may transfer any of the rights or obligations under the terms and conditions of the non-disclosure agreement or the terms and conditions of the non-disclosure agreement without the written consent of the other party. However, when any party transfers to an equity heir by means of absorption, merger, reorganization, new merger or sale of all or substantially all of its assets, such consent is not required.
Article 6 Liability for breach of contract
6.1 The acquirer shall be liable for breach of contract when:
(1) The acquirer, the employees of the acquirer, etc. have leaked confidential information to a third party without the written consent of the disclosing party;
(2) The acquirer violates the terms and conditions stipulated in Article 2 of the confidentiality agreement;
(3) Other acts of the acquirer have leaked confidential information.
6.2 When the above situation occurs, the acquirer shall immediately stop its breach of contract and take measures to avoid the loss of the disclosing party. At the same time, the acquirer shall compensate the disclosing party for the economic loss suffered thereby.
Article 7 Dispute resolution
7.1 During the implementation of the terms and conditions of the confidentiality agreement, if any disputes or disputes related to the agreement occur, the company and you shall resolve them through friendly negotiation.
7.2 If the dispute cannot be properly resolved within one month from the date of the dispute, the company and either of you have the right to apply for arbitration to the Nanjing Arbitration Commission and settle the dispute in accordance with the arbitration rules of the Nanjing Arbitration Commission then in effect.
7.3 If any of the terms and conditions of the confidentiality agreement is deemed invalid or unenforceable by the arbitration agency, the agreement will be deemed to be deleted from the terms and conditions of the confidentiality agreement, but the company and you shall agree:
(1) Negotiate a fair and reasonable new agreement as close as possible to the meaning of the original agreement; and
(2) Other terms and conditions of the confidentiality agreement are still valid.
Article 8 Miscellaneous
8.1 Applicable law
The validity, performance and interpretation of the terms and conditions of the confidentiality agreement apply to the laws of the People's Republic of China.
8.2 Right of final interpretation
The company reserves the right of final interpretation of the terms and conditions of the privacy protection agreement.