保密协议分为三种，单向保密协议unilateral NDA（one-way NDA）、双向协议bilateral NDA（a mutual NDA / a two-way NDA）以及多向协议multilateral NDA，因而保密协议中规定的义务可以是单向的，双向的或者多向的，在拟定保密协议时要明确自身角色，自己究竟是信息披露方，还是信息接收方，还是说兼而有之，既负有保密之责，也希望对方能保守秘密。
合理努力（Reasonable Endeavors）和最大努力（Best Endeavors）保持保密信息的保密性，侧重为实现结果而付出的努力，不侧重是否能实现某一特定结果。使用合理或者最大的限定，是因为所要达到的目的一般取决于第三方，无法保证自身能完全完成。
3 Undertaking of Confidentiality and Restriction on Use
3.1 In consideration of the disclosure referred to in Article 2 above, the Receiving Party agrees that the Confidential Information and the Evaluation Material shall be held and treated strictly in confidence and shall not be disclosed, licensed, traded, published or otherwise revealed in any manner whatsoever, without the prior written consent of the Disclosing Party except as provided in Article 4 below.
3.2 The Receiving Party shall (and shall procure that any Affiliated Company shall) not use or permit the use of the Confidential Information and/or the Evaluation Material other than for the Permitted Purpose.
3.3 The Receiving Party shall (and shall procure that any Person that receives Confidential Information and/or Evaluation Material pursuant to and in accordance with Article 4.1 hereof shall) keep any Confidential Information it receives and any copies thereof and any Evaluation Material secure and confidential (in a manner no less secure and confidential than Receiving Party and such Persons keep their respective confidential information) and to prevent the Confidential Information and any Evaluation Material from being disclosed in breach of this Agreement.
3.4 The Receiving Party agrees and undertakes not to disclose to anyone, except as provided for by Article 4 below, the existence of this Agreement, the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between Disclosing Party and Receiving Party or any Party’s Affiliated Companies.
3.5 The Receiving Party shall not, without the prior written consent of the Disclosing Party, use the Confidential Information to circumvent the interest of the Disclosing Party in the Area in anyway.
3.6 The obligations of the Receiving Party for confidentiality and non-use as set forth in this Agreement shall commence from receipt of the Confidential Information by the Receiving Party. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against the Receiving Party, nor by the rejection of any agreement between GNPC and Disclosing Party and/or Receiving Party, by a trustee of Receiving Party in bankruptcy, or by the Receiving Party as a debtor-in-possession or the equivalent of any of the foregoing.
4 Permitted Disclosure and Obligation of Receiving Party for Permitted Disclosures
The Receiving Party may disclose Confidential Information and/or Evaluation Material without the prior written consent of the Disclosing Party:
4.1 To the extent the Confidential Information and/or Evaluation Material is required to be disclosed under applicable law, order, decree, regulation or rule of any governmental entity having jurisdiction over the Receiving Party, or any regulatory entity, securities commission or stock exchange on which the securities of the Receiving Party or any of its Affiliated Companies are listed or are to be listed, provided that the Receiving Party shall make all reasonable efforts to give prompt written notice to the Disclosing Party prior to such disclosure (including full details of the circumstances of such disclosure); or
4.2 To the following persons on a need to know basis and only for the purpose described in Article 3.1:
4.2.1 employees, officers and directors of the Receiving Party;
4.2.2 employees, officers and directors of an Affiliated Company of the Receiving Party; or
4.2.3 any professional consultant or agent retained by the Receiving Party or its Affiliated Company;
Prior to making any such disclosure to Persons under Articles 4.2.2 and 4.2.3 above, however, the Receiving Party shall obtain an undertaking of confidentiality, on terms no less stringent than contained in this Agreement, from each such Person; provided, however, that in the case of outside legal counsel, the Receiving Party shall only be required to procure that such legal counsel is bound by an obligation of confidentiality.
4.3 The Receiving Party shall be responsible to the Disclosing Party for any act or omission of the entities and Persons described in Article 4.2 that would constitute breach of this Agreement as if the action or omission had been perpetrated by the Receiving Party and shall immediately notify the Disclosing Party upon becoming aware that Confidential Information has been disclosed in breach of this Agreement. The Receiving party shall use all reasonable endeavors to ensure that those persons or entities described in Articles 4.2 comply with the obligations of confidentiality under which the Confidential Information was disclosed to them.
6 Return of Confidential Information
6.1 Disclosing Party may demand the return of the Confidential Information at any time upon giving written notice to Receiving Party.
6.2 Within thirty (30) days of receipt of the notice referred to in Article 6.1, the Receiving Party shall retain no copies of the Confidential Information, but shall at the option of the Disclosing Party:
6.2.1 Return all of the original Confidential Information to the Disclosing Party;
6.2.2 Destroy or delete or cause to be destroyed or deleted all copies and reproductions (both written and electronic) of Confidential Information and any Evaluation Material in its possession and/or in the possession of persons to whom it was disclosed by the Receiving Party. Confidential Information or Evaluation Material that is in electronic format (including all electronic back-up files – subject to Art 6.3) shall also be deleted; and
6.3 Provide a written certification, signed by an authorized officer of the Receiving Party, that Receiving Party has fully complied with its obligations under this Clause 6.1.The provisions of Article 6.1 and 6.1 do not apply to the following:
6.3.1 Confidential Information or Evaluation Material that is retained in the computer backup system of Receiving Party or a Person to whom it was disclosed under Article 4.1 if the Confidential Information or Evaluation Material will be destroyed in accordance with the regular ongoing records retention process of Receiving Party or such Person and if the Confidential Information is not used prior to its destruction;
6.3.2 Confidential Information or Evaluation material that must be retained under applicable law or regulation, including by stock exchange regulations or by governmental order, decree, regulation or rule; and
6.3.3 Any corporate documents or reports of the Receiving Party which contain data derived from Confidential Information or Evaluation Material which were presented to its executive board (or the equivalent thereof) and are required in accordance with applicable law or its document retention policy to be retained;
provided that any Confidential Information and/or Evaluation Material that is so retained shall remain subject to the terms of this Agreement.
The rights and obligations of the Receiving Party under this Agreement may not be assigned in whole or in part by the Receiving Party without the prior written consent of the Disclosing Party. Any attempted assignment by Receiving Party without the prior written approval of Disclosing Party shall be void. Without limiting the prior provisions of this Article 10, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
14 No Business Relationship
14.1 Both Parties acknowledge that this Agreement does not create a relationship of agency or partnership.
14.2 Nothing in this Agreement shall be construed as an obligation of the Parties to enter into any other agreement between them or prohibit the Disclosing Party from entering into agreements with other parties.
No amendments, changes or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorized representative of each of the Parties hereto.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining terms of this Agreement, will remain in full force and effect as if such invalid or unenforceable term had never been included.
19 Counterpart Execution
This Agreement may be executed in counterparts and each counterpart shall be deemed an original Agreement for all purposes; provided that neither Party shall be bound to this Agreement until both parties have executed a counterpart. For purposes of assembling the counterparts into one document, Disclosing Party is authorized to detach the signature page from one counterpart and, after signature thereof by Receiving Party, attach each signed signature page to a counterpart.
The Parties hereby agree that, in relation to this Agreement and the subject matter hereof, they shall at all times comply with all applicable law, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to ensuring that each of the Parties and their respective representatives shall not engage in any activity, practice or conduct which would constitute an offence under any such laws, regulations or codes (as may be amended from time to time).