深圳经济特区企业技术秘密保护条例 Regulations of Shenzhen Special Economic Zone on the Protection of Technical Secret

（Adopted at the fifth meeting of the Standing Committee of the second Shenzhen Municipal People‘s Congress on December 26， 1995）
颁布日期：19951103 　实施日期：19960101 　颁布单位：深圳市人大常委会

　　Chapter Ⅰ General Provisions

　　Article 1 In order to protect the rights and interests of the enterprises lawfully owning technical secrets， preserve the initiative enthusiasm of scientific investment of enterprises， maintain the economic order of socialist market， and promote the technological advances of enterprises in Shenzhen Special Economic Zone （hereinafter referred to as “Special Zone”）， these regulations are formulated in accordance with relevant laws and administrative regulations of the State， as well as the actual circumstances of Special Zone.

　　Article 2 These regulations apply to the protection of technical secrets lawfully owned by the enterprises in Special Zone.

　　“Enterprise” in Special Zone refers to the enterprises as legal person and non-legal person registered in Special Zone.

　　Article 3 “Technical secret” in these regulations refers to the non-patent technology and technical information that are not known by the public， can bring economic interests to the public， have utilities， and have been taken confidential measures by enterprises.

　　Article 4 “Confidential measures” referred to in these regulations are：

　　（1） The enterprises lawfully owning technical secret have concluded confidential contract with the employees who have necessity to know the technical secrets and those persons who are relevant in business， or have filed a written requirement of confidentiality and informed it definitely to the relevant personnel and persons relevant in business；

　　（2） The enterprises lawfully owning technical secrets have already taken effective measures of control and management in deposit， use and transference.

　　Article 5 “Technique and technical information” referred to in these regulations include design， technology， data， formula， knack， etc， which are expressed through physical， chemical， biological and other forms.

　　Article 6 If different persons develop independently the same technical secret， every independent developer can use， transfer or disclose this technical secret， whatever the priority of development.

　　When the independent developer uses， transfers or discloses the technical secret， he shall provide relevant documents testifying the independent development.

　　Article 7 Any technical secret， which violates laws and regulations of the State， impairs national interests， social public interests， and departs from public morals， is not protected by these regulations.

　　If an enterprise doesn‘t take effective confidential measures， which results in the disclosure of relevant technique and technical information， it is not protected by these regulations.

　　Article 8 The technical administrative department of Shenzhen Municipal is the competent department for the protection of technical secret of enterprises （hereinafter referred to as “municipal competent technical department ”）。 The municipal competent technical department is responsible for organizing and implementing these regulations， directing the protection of technical secrets of enterprises， supervising as well as investigating and prosecuting activities violating these regulations and assisting the judicial organization to appraise the technical matters in the case of infringing the technical secrets of enterprises.

　　Chapter Ⅱ Protection of Technical Secret of the Enterprise

　　Article 9 If an enterprise requires its employees to keep the technical secret of the enterprise confidential， it shall conclude written confidentiality contract. If there is no written contract or the written contract is not definite， the expiration date of the employee‘s obligation to keep confidential is the date when he leaves the enterprise.

　　If the employee having concluded the contract still has the obligation to keep confidential after he leaves the enterprise， the enterprise shall pay him confidentiality fees. The amount of the confidentiality fees is determined by the enterprise and the employee.

　　Article 10 The contract of confidentiality shall be concluded in written form， and conclude the following main articles：

　　（1） the content and scope of confidentiality；

　　（2） the rights and obligations of the two parties of the confidentiality contract；

　　（3） the time limit of the confidentiality contract；

　　（4） the amount and the mode of payment of the confidentiality fees；

　　（5） the liabilities for breaching the contract.

　　Article 11 The employees shall perform the following obligations during the lime of efficacy of the confidentiality contract：

　　（1） observe strictly the confidentiality system of this enterprise， and prevent the disclosure of technical secret of the enterprise；

　　（2） may not disclose the technical secret of the enterprise to other person；

　　（3） may not use the technical secret to carry out activities of production and operation or use the technical secret to engage in new research and development.

　　Article 12 The confidentiality contract terminates automatically when：

　　（1） the technical secret has already been public；

　　（2） the enterprise fails to pay confidentiality fees pursuant to the confidentiality contract.

　　Article 13 The enterprises may conclude confidentiality contract with the persons relevant in business who know the technical secret of the enterprise because of the necessity of business contact or the lawful assignee of the technical secret of the enterprise.

　　During the confidentiality contract‘s period of validity， the persons relevant in business or the lawful assignees who take confidentiality obligations shall take effective confidential measures to prevent the disclosure of the technical secret according to Article 21， and Article 22 of these regulations. They may not betray， disclose or make public the technical secret of the enterprise.

　　The persons relevant in business who take the confidentiality obligations may not use this technical secret to carry out the activities of production and operation， or engage in new research and development.

　　Article 14 The enterprises may conclude contract of business restriction with employees who know or may know the technical secret of the enterprise.

　　The contract of business restriction refers that the enterprise agrees with employee that the employee may not hold a post in other enterprises producing the competing products of the same kind， and the enterprise pay certain amount of compensation fees to this employee.

　　Article 15 The contract of business restriction shall be separately concluded in written form and have the following main articles：

　　（1） concrete scope of the enterprises producing competing product of the same kind；

　　（2） time limit of business restriction；

　　（3） amount and mode of payment of the compensation fees；

　　（4） liabilities for breaching the contract.

　　Article 16 The time limit of business restriction may not exceed 3 years at the longest.

　　If the time limit is not agreed on in the contract of business restriction， it is 3 years.

　　Article 17 The compensation fees agreed on in the contract of business restriction may not be less than 2/3 of the total payment that the employee obtains from the enterprise in the last year before he leaves the enterprise.

　　If the compensation fees is not agreed on in the contract of business restriction， it shall be calculated pursuant to the lowest standard prescribed in the preceding paragraph.

　　Article 18 The enterprises shall put on record to the municipal competent technical departme

nt within 15 days from the date on concluding the contract of business restriction.

　　Article 19 The contract of business restriction terminates automatically， if one of the following conditions happens：

　　（1） the technical secret has already been public；

　　（2） the employee taking the confidentiality obligation doesn‘t contact with the technical secret in fact；

　　（3） the enterprise violates labor contract to discharge the employee in advance；

　　（4） the enterprise violates the contract of business restriction， failing to pay the compensation fees or being behind in payment of the compensation fees without reasonable ground.

　　Article 20 When the enterprise amalgamates， splits or terminates， the contract of confidentiality and the contract of business restriction shall be taken or separately taken by the parties after the alteration， which perform the obligation of the contract and enjoy the due rights.

　　Chapter Ⅲ Management of the Technical Secret of the Enterprise

　　Article 21 If an enterprise lawfully owns technical secret that need protecting， it shall establish and improve the internal management system of technical secret and appoint full time or part time managerial personnel of technical secret to conduct standard management to the technical secret of the enterprise.

　　Article 22 The enterprises shall confirm explicitly their lawful owned technical secrets. The ways of confirmation include the following：

　　（1） to stamp identification of confidentiality；

　　（2） if identification of confidentiality can not be stamped， it shall be confirmed by the special enterprise‘s documents， which shall be served to relevant personnel who take the confidentiality obligation；

　　（3） other wa

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