Software confidentiality agreement

After reading the software confidentiality agreement, I did not understand it. For confidentiality, we have hidden Party A and Party B. Let's take a look:

Software confidentiality agreement Party A (disclosing Party): XXXX company address: xxxx, room XXXX, Beijing Legal Representative: XXX Party B (Receiving Party): XXX address: Legal Representative: in view of: 1. project (hereinafter referred to as "project") of the cooperation between Party A and Party B on the health check information management system; 2. during the project cooperation process, Party A shall disclose (or Party B may know) Some confidential, proprietary or confidential information of Party A ("confidential information") to Party B "), and the confidential information is legally owned or mastered by Party A; 3. both parties wish to effectively protect the confidential information described herein. This agreement is reached through mutual negotiation. Article 21 The confidential information referred to in this Agreement refers to: 1st the confidential information referred to in this Agreement is not known to the public and can bring economic benefits or competitive advantages to Party, technical information and business information that is practical and confidential by Party A, as well as other information agreed by both parties or kept confidential according to Party A's internal regulations. 1.2 The above confidential information can be used as data, text and recording of the above content is embodied in the graphic and computer hard disk, floppy disk, mobile hard disk, data in the CD and semiconductor memory, software source code instructions, and other tangible media. Article 19 rights and obligations of both parties 2nd Party B shall ensure that the confidential information is only used for evaluation, negotiation, consent, execution or fulfillment of the purpose related to the project. Party B shall not use confidential information for any project other than this project. Party B shall not copy confidential information except for the purpose of executing the project. Without the consent of Party A, Party B shall not use confidential information for new research or development. 2.2 Party B shall ensure that the confidential information provided by Party A is properly preserved, and shall bear the relevant liability, including compensation, for the following matters that occur during the period of the confidential information: 2.2.1 theft of the confidential information, accidental leakage or other leakage and/or damage, or loss; 2.2.2 any employee (including but not limited to existing employees and former employees) entitled to obtain confidential information from Party B under this Agreement, shareholders, directors, unauthorized disclosure of confidential information by consultants and/or consultants. 2.3 Party B shall ensure that the confidential information provided by Party A is kept confidential in accordance with this Agreement, and at least adopt measures not inferior to the protection of Party B's confidential information. 2.4 The commercial information and technical information provided by Party A based on the provisions of this agreement are confidential information. 2.5 Party B warrants that, for the purpose of implementing the project, Party B may only disclose confidential information to its employees and consultants who are aware of the necessary information, and that the use of confidential information is in the interests of Party. Prior to being aware of the confidential information, Party B shall notify Party B of the confidentiality and obligations of the confidential information, and ensure that such personnel agree to accept the terms of this Agreement. If any confidential information is disclosed, Party B shall take effective measures to prevent further expansion of leaks and notify Party A in a timely manner. 2.6 After the project is terminated, Party B shall promptly destroy the obtained confidential materials. 2.7 The above restrictions shall not apply to the following situations: 2.7.1 when disclosure is made in accordance with this Agreement, the confidential information shall be legally owned by Party B or known by Party B; 2.7.2 when disclosure is made in accordance with this Agreement, the confidential information has been disclosed or can be obtained from the public domain; 2.7.3 The confidential information is obtained by Party B from a third party with no confidentiality or non-disclosure obligations; 2.7.4 The confidential information is developed independently by Party B or its affiliates or subsidiaries and has not benefited from the information disclosed or provided by Party A or its affiliates or subsidiaries; 2.7.5 disclosure shall be made with the written consent of Party A, but shall be limited to the scope agreed by Party A in writing and comply with other preconditions as stipulated in the written consent; 2.7.6 Party B shall, in response to the Court or other laws, information required by the Administration (disclosure of confidential information by oral questioning, inquiry, request of information or documents, subpoena, civil or criminal investigation or other procedures ). 2.8 If Party B intends to make disclosure in accordance with Article 2.7.5 and article 2.7.6 of this agreement, it shall notify Party A at least five (5) working days prior to the actual disclosure, it indicates that it intends to disclose the relevant confidential information in accordance with the foregoing provisions, and describes the objects and scope of disclosure. 2.9 Party A shall not guarantee the accuracy and rationality of the confidential information. 2.10 if Party B learns that other third parties have obtained any confidential information, it shall promptly notify Party A in writing and provide Party A with all relevant information. Article 3 Liability for Breach Party B's failure to perform the terms hereunder shall be deemed as a breach of contract. Party B shall bear all losses caused to Party A due to the breach of contract, including but not limited to reasonable fees paid due to investigation of the breach. Upon Party A's request, Party B shall immediately stop any violation of its obligations hereunder and take actions to eliminate any adverse impact on Party. Article 4 Any relaxation, waiver or delay in the performance of any terms of this agreement by Party A shall not adversely affect or restrict any rights hereunder by Party. If Party A is exempt from investigation for a breach of contract, it does not constitute a waiver of the right to pursue the subsequent or continual breach of contract by Party B. Article 5 governing laws and Dispute Resolution 5.1 This Agreement shall be governed by the law of the People's Republic of China. 5.2 Any dispute arising from or in connection with this agreement, if the parties fail to resolve the dispute through negotiation, it shall be submitted to the people's court of Chaoyang District, Beijing for a decision (or an arbitration institution recognized by both parties ). 5.3 When any dispute arises and any dispute is under litigation, the parties shall, except for the dispute, continue to exercise other rights hereunder and fulfill other obligations hereunder. Article 6 changes or modifications to the Agreement 6.1 changes or modifications to this agreement must be written and formally signed by authorized representatives of both parties. Article 7 effectiveness of the Agreement and other 7.1 If any provision of this Agreement becomes invalid, invalid, or unenforceable at any time without fundamentally affecting the effectiveness of this agreement, other terms of this Agreement shall not be affected. 7.2 The titles of this Agreement shall be used only for prompt purposes and the rights and obligations of all parties shall be determined based on the content of the provisions. 7.3 This Agreement is in quadruplicate, and each party shall hold two copies, with the same effect. 7.4 this agreement is written in Chinese. 7.5 This agreement shall take effect on the date of signing and stamped with the official seal by authorized representatives of both parties. Its validity period shall be two years from the effective date of this agreement. Prior to the signing of this agreement, the confidential information that Party A has disclosed to Party B within the scope of this Agreement is also subject to this Agreement. At this time, this agreement shall take effect when the confidential information is delivered to Party B. 7.6 all notices of the performance of this agreement or in connection with this Agreement shall be carried out by both parties by fax or similar means of communication in writing or confirmed by both parties at the address herein. In the form of written letters, express mail shall be delivered with good reputation. If a fax or similar means of communication is used, the notification date is the date on which the communication is sent. If express mail is used, the notification date is the date on which the mail is sent and the postmark prevails. 7.6.1 address of notification party A: Address of xxxx Limited Company: Contact Person of room XXX of Beijing: Tel: Chuan Zhen: Post editor: Party B: Address of XXX: Contact Person: Tel: Mail Editor: (No text below) Signature Date: Party A (STAMP): Party B (STAMP ):