侯總大大
不知道能不能幫到你.1. Since the date of entry into force of this Agreement, to the two sides reached a formal performance of the contract after the project contract and contract during the ten years from the date of termination, Party B Party obtained from project-related or because of business generated by the project of Party the secret be kept confidential. If the two sides failed to reach the final formal project contract, then the B confidentiality period from the date of the signing of this Agreement fifteen years. 2. Any party at any time for any period shall not exercise its rights under this Agreement, and can not explain the side has given up that right. Without the consent of the other may not assign any of the parties under this Agreement in whole or any part of the right. The two sides reach an agreement without the prior written observations, this Agreement shall not for any other reason to change. Unless the meaning of this Agreement to any representation or guarantee that fraudulent, this Agreement has been included both the full understanding of the contract matters, it can replace the previous all means that the written materials, negotiation or understanding.第二種方法：1. Since the date of entry into force of this Agreement, to the two sides reached a formal performance of the contract after the project contract and contract during the ten years from the date of termination, Party B Party obtained from project-related or because of business generated by the project of Party the secret be kept confidential. If the two sides failed to reach the final formal project contract, then the B confidentiality period from the date of the signing of this Agreement fifteen years. 2. Any party at any time for any period shall not exercise its rights under this Agreement, and can not explain the side has given up that right.
Without the consent of the other may not assign any of the parties under this Agreement in whole or any part of the right. The two sides reach an agreement without the prior written observations, this Agreement shall not for any other reason to change. Unless the meaning of this Agreement to any representation or guarantee that fraudulent, this Agreement has been included both the full understanding of the contract matters, it can replace the previous all means that the written materials, negotiation or understanding.
yuxinchen008
在發(fā)展不斷提速的社會中，需要使用協(xié)議書的場合越來越多，協(xié)議書具有法律效力，確立某種法律關(guān)系。到底應(yīng)如何擬定協(xié)議書呢？下面是我?guī)痛蠹艺淼挠⑽膮f(xié)議書4篇，希望能夠幫助到大家。
Confidentiality Agreement
甲方：
Party A：
Party B：_______________________________; Passport No:_________________________
鑒于甲方從事之經(jīng)營項目的特殊性，甲乙雙方根據(jù)有關(guān)法律、法規(guī)規(guī)定、在遵循平等自愿、協(xié)商一致、誠實信用的原則下，就乙方在任職期間以及離職后的有關(guān)事項達成如下協(xié)議： Whereas Party A engaged in the business view of the special nature of the project, both parties in accordance with relevant laws and regulations, in compliance with equality, voluntariness, consensus, under the principle of good faith, during party B’s tenure and after leaving , the matter reached the following agreement:
第一條 保密
Item 1 Confidentiality
1.1 乙方承諾，在本協(xié)議約定的保密期內(nèi)，嚴格按照本協(xié)議的保密內(nèi)容以及公司的保密制度 履行保密義務(wù)。For the term of this agreement, Party B promise to strictly fulfill confidentiality obligations, according to the confidentiality content & company’s confidentiality policy.
第二條 保密內(nèi)容
Item 2 Confidentiality Content
2.1 不為公眾知悉，能為甲方帶來經(jīng)濟利益，具有實用性并經(jīng)權(quán)利人采取保密措施的技術(shù)信息和經(jīng)營信息，包括但不限于：專有技術(shù)及配方、新產(chǎn)品研發(fā)過程及成果、經(jīng)營計劃及策略、財務(wù)狀況、客戶資料以及供應(yīng)商資料等。Technical and management information, which was not known by the public, can bring economic benefits to Party A, with practicality, and the right take security measures for, including but not limited to: intellectual property and formulations, new product development process and results, management plans and strategies, financial condition, customer data and vendor information, etc.
2.2 甲方已掌握并負有保密責(zé)任的第三者（如甲方的客戶或者供應(yīng)商）的技術(shù)信息和經(jīng)營信息，包括但不限于：專有技術(shù)及配方、新產(chǎn)品研發(fā)過程及成果、經(jīng)營計劃及策略、財務(wù)狀況、客戶資料以及供應(yīng)商資料等等。Party A controls and has a duty of confidentiality to protect third
parties (such as the Party A's customers or suppliers) of technical and management information, including but not limited to: intellectual property and formulations, new product development process and results, business plans and strategies, financial condition, customer data and vendor information, and so on.
2.3 甲方以書面或其他形式確定為商業(yè)秘密的資料和信息。Data and information which Party A in writing or otherwise identified as trade secret.
第三條 保密期限
Item 3 Confidentiality Period
3.1 除非甲方通過書面形式明確本協(xié)議所涉及的某項保密內(nèi)容可以不用保密，則乙方應(yīng)從與甲方建立勞動關(guān)系之日起（包括試用期內(nèi)），無限期保守甲方之商業(yè)秘密。Unless Party A make sure in writing that a certain confidential content covered by this agreement can not be confidential , then Party B should keep the Party A ’s trade secret for ever from the date of labor relations (including probation).
第四條 泄密
Item 4 Leakage of the Trade Secret
4.1 凡未經(jīng)甲方總經(jīng)理或保密委員會書面授權(quán)而直接或間接以任何形式向任何人或任何組織透露上述、涉及保密內(nèi)容的行為均屬泄密。Without the written authorization of the general manager or security committee of party A, behaviors of directly or indirectly, in any form to any person or organization to disclose the above the content, are related to confidential disclosure.
4.2 當甲方將有關(guān)保密內(nèi)容的資料或信息交由乙方保管時，若因乙方保管不當造成該資料或信息的遺失、公開、泄露時，同樣視為泄密。When Party A ask party B to keep relating to the contents of confidential data or information, if loss, publicity, disclosure caused by improper storage of the data or information, for party B, the same as a leak.
第五條 違約責(zé)任
Item 5 Liability for Breach
5.1 如乙方行為造成泄密的，應(yīng)立即終止泄密行為以及因此而引致的侵犯甲方商業(yè)秘密的行為，積極協(xié)助甲方采取補救措施防止泄密范圍的繼續(xù)擴大，并向甲方支付由于違約行為而照成的經(jīng)濟損失，該損失包括：直接損失、潛在損失以及權(quán)利人為主張權(quán)利而支付的費用等。The trade secret leakage caused by the Party B’s behavior, those behavior should be immediately terminated and the acts of infringement on Party A ’s trade secrets should be immediately
terminated; Party B should actively assist the Party A to take remedial measures to prevent the continued expansion of the disclosure, due to the breach, Party B should pay to Party A according to the caused economic losses, the losses include: direct losses, potential losses and the expenses of the allegation.
5.2 若該泄密行為發(fā)生在甲、乙雙方勞動合同關(guān)系存續(xù)期間，則乙方除承擔上述責(zé)任外，甲方還有權(quán)無條件解除與乙方的勞動合同。If the leaks occurred during the term of the labor contract between Party A and Party B, In addition to assumption of these responsibilities by Party B, Party A has the right to unconditionally terminate the labor contract with Party B
第六條 爭議解決
Item 6 Dispute Resolution
6.1 如因本協(xié)議之履行發(fā)生爭議，甲、乙雙方應(yīng)友好協(xié)商解決；協(xié)商不成，由公司所在地人民法院處理。If there is a dispute on implementation of this agreement, Party A and Party B should be settled through friendly consultations; otherwise by the local people's court in the area of the company, if negotiation fails.
第七條 本協(xié)議一式兩份，甲、乙雙方各執(zhí)一份，每份具同等效力。
Item 7 This agreement shall be held in two copies of the same form. Each party shall preserve one copy with equal legal effect.
甲方： 乙方：
Part A： Party B:
代表人：
Representative ：
Date ： Date ：
1．甲方的責(zé)任
1．1甲方將對乙方擁有的叉車提供每季度的定期上門保養(yǎng)服務(wù)。每臺車每年（或每_________小時）保養(yǎng)4次。
1．2完成每次保養(yǎng)服務(wù)之后，_________將向乙方提供一份叉車狀況報告，其中包括建議采取的措施。
1．3甲方將向乙方提供每年一次免費的日常檢查培訓(xùn)。
1．4_________叉車平均使用壽命為_________年（_________小時），視各行業(yè)的設(shè)備使用年限標準而不同。
1．5_________叉車的質(zhì)保期為_________小時或一年，保修期內(nèi)，提供四次免費保養(yǎng)。2．乙方的'責(zé)任
2．1甲方將提供保養(yǎng)用潤滑脂及潤滑油，保養(yǎng)所需易損件需另行購買。
2．2乙方應(yīng)填寫簡短報告，并將其傳真給_________辦事處，以便_________安排保養(yǎng)及維修工作。
2．3乙方將在收到發(fā)票后一個月內(nèi)付給甲方保養(yǎng)及其它服務(wù)或維修費用。
2．4乙方須在雙方約定的時間將叉車提供給甲方維修人員做保養(yǎng)。否則須向甲方維修人員付等候費每小時_________元。
3．服務(wù)費
3．1每臺叉車每年四（4）次定期保養(yǎng)服務(wù)，收費為人民幣_________元（即rmb_________／次／每臺車）。交通費免收。
3．2其它不在保修期限內(nèi)的維修或故障修理的費用為每小時_________元，另收配件費。
3．3結(jié)算方式：每完成一次結(jié)算一次。
4．協(xié)議期限
此協(xié)議期限為12個月，從自貨物到達到貨買方工廠并調(diào)試合格之日起十二個月或_________工時后（產(chǎn)品使用期之較短者為產(chǎn)品的保修期）算起。
5．更新或終止
5．1協(xié)議期滿后，雙方將回顧協(xié)議的條款條件及執(zhí)行情況，以決定是否更新或終止。
5．2在協(xié)議執(zhí)行期間，如雙方不能達成一致以解決沖突或爭執(zhí)，任何一方都可提前三十天書面通知另一方以終止協(xié)議。
甲方（簽字）：_________ 乙方（簽字）：_________
_________年____月____日 _________年____月____日
附件：
typical maintenance agreement
1.party a responsibilities
（1）party a will provide year/ 3 month periodical maintenance service to the forklift trucks owned by party bin party b ’s factory.this periodical maintenance service will be carried out for four （4） times per year（or per _________ hours）for each unit.
（2）a condition report with recommend action to be taken will be come out to party bafter completing each periodical maintenance service.
（3）daily check training will be conducted to party b ’s forklift operators once a year for free of charge.
（4）the average life of _________ truck is _________years （_________ hours）， which may vary in different field of industry according to its own use.
2.party bresponsibilities
（1）grease and all kinds of lubrication oil will be provided by party a . parts will be purchased by the party b .
（2）party bcomplete a short report ， and fax it to _________ office who will used these information to schedule the maintenance and other repair.
（3）party bwill pay _________ invoices for the maintenance service and other additional service or repair within one
month after receipt of the invoices.
（4）make sure the truck will be available for _________ mechanic to carry on the maintenance job at the agreed time by both parties.otherwise will pay for the cost of one waiting mechanic for rmb_________ per an hour.
3.service fee
（1）_________ hour / 3 month periodical maintenance service to the forklift truck will be charged for rmb_________ for four （4） times a year to one truck（rmb_________/time/unit）. free trafffic fee.
（2）any other service and breakdown repair that is not covered by warranty will be charged on hours spent against rate of rmb_________ per hour， plus parts replaced.
（3）settlement term： settle after maintenance every time.
4.term of the agreement
this agreement shall have a term of _________months， commencing on 12 months or _________operation hours whichever comes first.
5.renew and termination
（1）by the end of the term， both parties will review this agreement with its terms and conditions， and service performance to renew or terminate it.
（2）during the course of the performance of the agreement， if the parties cannot reach an agreement to resolve a conflict or dispute， either party may terminate the agreement by giving the other party a written notice 30 days in advance.
party a（signature）：_________ party b（signature）： _________
date：_________________________ date：_________________________
LOAN AGREEMENT
BETWEEN
XI AN ENVIRONMENT ENGINEERING CO., LTD
AND
INNOMIND GROUP LIMITED
[month] [day] 20xx·CHINA DALIAN
Loan Agreement
This Loan Agreement (the “Agreement”) is entered into on the 【month】 【day】 20xx in XiAn, China by the following parties:
1. Borrower (“Party A”): XiAn Environment Engineering Co., Ltd Registered Address:
2. Lender (“Party B”): Innomind Group Limited Registered Address: Tel: N/A
Whereas:
(1) Party A is a wholly-foreign owned enterprise incorporated and operating within the territory of China in accordance with the laws of the People’s Republic of China (“PRC”); the registration number of its legal and valid business license is Qi Du Liao Da Zong Zi No. 015863, and the registered address is ....;
(2) Party B is an enterprise incorporated in accordance with the law of British Virgin Islands, holding 100% of Party A’s equity interest; the registration number of its legal and valid Business License is 1064500, and the legal registered address is ......;
(3) Party B agrees to provide loans to Party A within the range of the difference between the registered capital and the total investment of Party A;
Therefore, in accordance with the laws and regulations of the PRC, the Parties, after friendly consultation, agree as follows:
Article 1 Type of the Loan
Party B agrees to provide mid-term loan to Party B in accordance with the provisions of the Loan Agreement (hereinafter as “the Agreement”).
Article 2 Usage of the Loan
The loan under this Agreement shall be used for the working capital for the business operation of Party A. Party A shall not change the usage of the loan without the prior written consent of Party B.
Article 3 The Amount and Term of the Loan
3.1 The currency of the loan under this Agreement shall be US Dollar and the amount shall be[][GLO: amount to be decided since about to USD3million will be paid out of the total proceeds as expenses of this financing. Financial advisors to
銷售合同
SALES CONTRACT
買方：JOONAS&CO.,LTD, 10 LOUIS PASTEUR STEET PORT LOUIS MAURITIUS合同號/Contract No: BF20100601
The Buyer : JOONAS&CO.,LTD, 10 LOUIS PASTEUR STEET PORT LOUIS MAURITIUS
TEL：230-2400778 FAX: 230-2408285
賣方：唐山豐潤百豐商貿(mào)
日期/Date: 20xx-05-29
TEL: 0086 -315-5505831FAX: 0086-315-5505833
The Seller: Tangshan fengrun baifeng Trading Co.ltd
茲經(jīng)買賣雙方同意,由買方購進,賣方出售下列貨物,并按下列條款簽訂本合同:
This CONTRACT is made by and between the Buyers and Sellers; whereby the Buyer agrees to buy and the Seller agrees to sell the under mentioned goods on the terms and conditions stated below:
Description of Goods: As follows.
1.原產(chǎn)地和制造廠家（Country of Origin and Manufacturer）：
中國 ChinaTangshan fengrun baifeng Trading Co.ltd
2.包裝（Packing）：STANDARD EXPORT PACKAGING
3.Shipment（裝運方式）：合同中貨物全部用20’集裝箱海運In Contract by 20’ Container.
4.裝運期限（Time of Shipment）：WITHIN15-20 WORKING DAYS AFTER RECEIPT OF 30%T/T
5.裝運口岸（Port of Loading）：上海 中國SHANGHAI China
6.目的口岸（Port of Destination）：Port Louis, Mauritius
7.付款條款(Terms of Payment）：30%DOWN PAYMENT + 70% T/TAFTER RECEIVED THE COPY OF B/L
8.簽約合同（Sign of Contract）：本合同傳真有效This contract will valid for fax contract sign
9.人力不可抗議(Force Majeure)：由于水災(zāi)，火災(zāi)，地震，干旱，戰(zhàn)爭或協(xié)議一方無法預(yù)見，控制，避免和克服的其他事件導(dǎo)致不能或暫時不能全部或部分履行本協(xié)議，該方不負責(zé)托。但是，受不可抗議力事件影響的一方必須盡快將發(fā)生的時間通知另一方，并在不可抗議力事件發(fā)生15（拾伍）天內(nèi)將有關(guān)機構(gòu)的不可抗議力事件的證明寄交對方。Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, co(轉(zhuǎn) 載 于:w : 協(xié)議書英文范本 )ntrolled, avoided, or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after it’s occurrence.
10. 貨物要求（CRC requirements）:
10.1 每件貨物重量大約5噸。Weight of Coils: About 5 tons
10.2冷卷按照實重出貨。 Material & Coils to be of prime quality without defects
10.3 尺寸公差 ：the thickness :±3% thickness10.4 卷的用途用于制管: suitable for cutting into sheets
10.5 OTHERS :
1. Edges of Coil should be straight & not wavy. Surface should be flat.
2. Coils should be suitable for cutting into sheets.
3. Coil I.D: 508mm
12.違約（Breaking the contract）：
12.1若超過裝運期限賣方每天必須向買方支付貨物總價款0.5%的違約金。The sellers must pay the buyers0.5% of the price of all the goods per day for breaking the contract of shipping time.
12.2如果延期超過5天賣方須向買方支付貨物總價款5%的違約金。與此同時，買方保留是否繼續(xù)履行合同的決定權(quán)。
If the shipping time is defered for over 5 days, the sellers must pay 5% of the price of all the goods. At the same time, the buyers reserve the right to go on carrying out the promise or not.
13.仲裁（Arbitration）：在履行協(xié)議過程中，如發(fā)生爭議，雙方應(yīng)友好協(xié)商解決，若通過友好協(xié)商未能達成協(xié)議，則提交中國國際貿(mào)易促進委員會對外貿(mào)易仲裁委員會，根據(jù)該會仲裁程序暫行規(guī)定進行仲裁。若以方不符裁決，再則由新加坡國際仲裁法按照該會仲裁程序的有關(guān)規(guī)定進行仲裁。以上所有仲裁費用，除另有規(guī)定外，均由敗訴方負擔。All disputes arising from the execution of this agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trad Arbitration Commission of the China Council for the Promotion of International Trade for Arbitration in accordance with its Provisional Rules of Procedure. The decesion made by this commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party, unless otherwise awarded.
14.注意（NOTICE）:本合同一式兩份，雙方簽訂后生效。this contract is in two copies since being signed by both parties
15. BANK INFORMATION:
BANK INFORMATION:
SWIFT:CHASUS33
PAY TO:JP MORGAN CHASE BANK NATIONAL ASSOCIATIONFOR A/C OF:AGRICULTURAL BANK OF CHINA,HEAD OFFICE BEIJINGACCOUNT NAME:TANGSHAN FENGRUN BAIFENG TRADING CO. LTD.ADD:61 WEST XINHUA ROAD,TANGSHAN,HEBEI,CHINA.
買方 (Buyer)
賣方（Seller）xxxx公司 TANGSHAN FENGRUN BAIFENG TRADING CO. LTD IN FAVOR OF:ACCOUNT WITH AGRICULTURAL BANK OF CHINA,TANGSHAN BRANCH.ACCOUNT NAME: TANGSHAN FENGRUN BAIFENG TRADING CO. LTD.
坤坤890206
MUTUAL NONDISCLOSURE AGREEMENT 互相保密協(xié)議 This Mutual Nondisclosure Agreement, effective as of ________, 2005, is being entered into between ____________________________ and ________ [insert correct company name and address] (“Company”) relative to ________ Confidiential Information supplied to Citect Pty. Ltd’s China operations (“Citect”) for the ______________________ Contract No. _________:Contract 003 for Software Supply and Services effective October 15, 2003. 根據(jù)《______________》（合同編號：_______________）之三——即《_____________》（有效日期為_____________）的約定，________________（_____，以下簡稱為“ESI”）向________________ (以下簡稱為“____________”) 提供______保密信息，現(xiàn)____和_____ [插入公司名稱和地址]（以下簡稱為“公司”）就該ESI保密信息的有關(guān)事宜經(jīng)過友好協(xié)商，共同達成本互相保密協(xié)議，協(xié)議自2005年___月__日正式生效。 1. The Company and ESI each agree not to divulge to third parties, without the prior written consent of the other, any confidential information obtained from or through the other in connection with the performance of this Agreement (the “Confidential Information”), including the terms of this Agreement. Confidential Information may include, without limitation, trade secrets, processes, formulae, source code materials, specifications, programs, software packages, test results, technical know-how, methods and procedures of operation, business or marketing plans, customer lists, proposals, and licensed documentation. The Company and ESI hereby confirm that they will not use any Confidential Information of the other party, except in furtherance of the purpose(s) set forth hereinabove, and agree that each will also take all reasonable steps to prevent its employees and consultants from using or disclosing any of the other party's Confidential Information except as required for the performance of their duties hereunder. ESI and the Company will mark all Confidential Information with the word "Confidential" and will instruct their employees to identify as confidential any such information which is not in written form. Any information disclosed orally shall be followed by a written confirmation thereof, specifying the date and subject of the disclosure, within thirty (30) days. 2. Information shall not be considered confidential if it: a. is contained in a printed publication prior to the date of this Agreement; or b. is or becomes publicly known through no wrongful act or failure to act on the part of the receiving party; or c. is rightfully known by the receiving party without any proprietary restrictions at the time of receipt of such information from the disclosing party or becomes rightfully known to the receiving party without proprietary restrictions from a source other than a party to this Agreement; or d. is required by law to be disclosed by the receiving party; provided that the receiving party promptly notifies the other party and takes reasonable steps to limit such disclosure permissible under law; or e. is independently developed by any employee or agent of the receiving party who has not had access to or been informed of the information in question. 3. Information disclosed under this Agreement shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in the receiving party's possession. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the receiving party's possession, but only if the combination itself and its principle of operation are in the public domain or in the receiving party's possession. 4. Unless _____or the Company requests otherwise, each party may destroy the other party's Confidential Information in its possession after it is no longer required by the parties in furtherance of the purposes set forth hereinabove. Upon the request of either party, each party will deliver to the other party and erase from the memory of its computer and computer storage devices, or render non readable all remaining materials belonging to the other party and any copies or abstracts thereof, whether or not of a confidential nature. 5. Neither the execution of this Agreement nor the furnishing of Confidential Information by either party shall be construed as granting to the receiving party either expressly, by implication, estoppel, or otherwise, any license or right to make any use of any such Confidential Information, except as otherwise provided herein, and the receiving party agrees that neither it nor any of its subsidiaries, affiliates, officers, directors, employees, agents or representatives will make use thereof without the specific and express written consent of the disclosing party prior to such use. Furthermore, the receiving party agrees that Confidential Information disclosed hereunder is the sole property of the disclosing party and that the receiving party has no proprietary interest therein whatsoever. 6. Except as otherwise agreed in writing by the parties and subject to the confidentiality restrictions contained herein, the parties agree that either party may meet, exchange information, enter into agreements, and conduct business relationships of any kind with third parties to the exclusion of the other party hereto relating to projects which are the same or similar to those described above. Subject to the terms and conditions of this Agreement and except as otherwise agreed to in writing by the parties, discussion and/or communications between the parties hereto will not impair the right of either party to develop, make, use, procure, and/or market products or services now or in the future that may be competitive with those offered by the other, nor to develop and provide products to competitors of the other party, nor require either party to disclose any planning or other information to the other. Neither party has made any commitment hereunder to the other regarding the consummation of any proposed business relationship and each party will bear its own costs and expenses in connection with this Agreement whether or not such a relationship is consummated. 7. The parties agree that any and all Confidential Information shall be exported outside the United States only in compliance with all applicable United States export control laws. The receiving party will not directly or indirectly use or re-export disclosed Confidential Information in any manner contrary to U.S. export laws and regulations, including but not limited to use in nuclear, chemical/biological warfare and/or missile activities. The receiving party also agrees that it will not, without first procuring a BXA license or License Exception, (a) re-export or release any disclosed Confidential Information to a national of a country in Country Code D:1 or E:2; nor (b) export to Country Groups D:1 or E:2 the direct product of the disclosed Confidential Information, if such foreign produced product is subject to national security controls as identified on the Commerce Control List (See General Prohibition Three Sec. 736.2(b)(3) of the Export Administration Regulations). The obligations of this section 7 shall survive any expiration or termination of this Agreement. 8. The nondisclosure obligations of both parties under this Agreement shall terminate on the earlier of five (5) years from the date of disclosure or when the information is no longer confidential. 9. This Agreement shall be construed according to the laws of the State of Texas. The state and federal courts in the State of Texas shall have jurisdiction over any suit or proceeding brought in connection with this Agreement. 10. This Agreement sets forth the entire agreement and understanding between the Parties as to confidentiality and non-disclosure of Confidential Information and supersedes, cancels, and merges all agreements, negotiations, commitments, writings, and discussions between them as to the subject matter prior to the date of this Agreement. No chance, modification, alteration or addition to any provision hereof shall be binding unless in writing and signed by an authorized representative of both Parties.
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