MUTUAL NON-DISCLOSURE AGREEMENT
BETWEEN
Party A (Company Name)
Company Address:
AND
Party B (Company Name)
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Company Address:
Purpo:
幽默的老师Effective Date of Agreement:
Term: years
Period of Confidentiality: 3 years from the expiration or termination of the
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Agreement
This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into, as of the Effective Date t forth above, by and between Party A and Party B.
WHEREAS, Each of the Company is willing to provide certain Confidential Information (as defined herein) to the other solely in connection with the Purpo;
In consideration of each party's grant of access to such information to the other, and intending to be legally bound, PARTY A and Party B agree as follows:
1.CONFIDENTIAL INFORMATION
电灯As ud in this Agreement, the "Confidential Information" of a party to this Agreement shall mean all confidential and proprietary information, data, documents, records, samples and other materials, visual, written, oral or electronic, regarding a party and its business, that is disclod or furnished, whether before or after the Effective Date, by a party or any of its directors, officers, employees, affiliates, accountants, counl or other agents, independent contractors, advisors or reprentatives (collectively, the "Reprentatives") to the other party . The parties acknowledge that Confidential Inf
ormation of the other party includes, without limitation, financial, sales, operations and marketing information, contracts, personnel data, client-specific and vendor-specific information, formula, designs, inventions, drawings, models, product prototypes, manufacturing details, manufacturing equipment, plans, projections, practices or any other information labeled confidential or its equivalent. The parties also acknowledge that Confidential Information of the other party includes results or data derived from tests, analysis, or evaluation of the Confidential Information of that party. Confidential Information shall not include information that (i) is already known to the receiving party at the time of receipt; (ii) is identified by the disclosing party in writing at the time of disclosure as not being confidential in nature; (iii) is or becomes publicly known without breach of this Agreement by the receiving party; (iv) is lawfully received without restriction from a third party having full rights to disclo the same, and without breach of this Agreement; (v) has been or is independently developed by a party and not derived from Confidential Information of the disclosing party (provided such independent development can be documented by written evidence); (vi) is approved for relea by written authorization of the disclosing party without restriction on disclosure or u thereof; or (vii) is required by law to be disclod, provided that the disclosing party is given prompt notice of any such disclosure requirement so that it may ek an appropriate protective order or other assurance that confidential treatment will be accorded to any such Confidential Information.
2.OWNERSHIP AND NO LICENSE
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Each party acknowledges that the Confidential Information of the other party is the exclusive property of the other party. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by licen, implication or otherwi, to any Confidential Information of the other party disclod pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, bad on such Confidential Information.
3.OBLIGATIONS OF RECEIVING PARTY
Each party agrees to maintain the confidentiality of the Confidential Information of the other party and not to disclo any Confidential Information of the other party to any person for any purpo; provided that Confidential Information may be disclod to Reprentatives of the receiving party who need to know such information for the Purpo (it being understood and agreed that the receiving party shall advi such Reprentatives of the obligations under this Agreement.). Each party will be responsible for all breaches of this Agreement by any of its Reprentatives.
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4.USE RESTRICTIONS
Each party agrees not to u the Confidential Information of the other party in any way or for any purpo, whether for its own benefit or for the benefit of any other person, other than in connection with the Purpo. Neither party shall:
a. u in whole or in part Confidential Information disclod by the other party
under this Agreement to manufacture any products, except as may be otherwi agreed by the parties in writing;
b. rever engineer any Confidential Information or any products related to the
Confidential Information;
c. analyze, utilize analysis tools or methods to rever engineer or determine or
attempt to determine composition, formulas or process or other matters related to or concerning any Confidential Information of the other party or any products related to the Confidential Information of the other party; or
d. reproduce Confidential Information of the other party unless esntial to carry
out the Purpo.
5.NO PUBLICITY
Neither party will, without the other party’s prior written connt, issue any news relea, announcement, denial or confirmation of this Agreement or its terms and conditions, or in any other manner adverti or publish this Agreement or its terms and conditions.
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6.EXPORT COMPLIANCE
The parties acknowledge that the Confidential Information disclod by each of them under this Agreement may be subject to export controls under the laws of the Korea.
7.RETURN OF CONFIDENTIAL INFORMATION
Upon the termination or expiration of this Agreement, or at any time upon the written request of the disclosing party, each party shall promptly destroy or return to the other party the Confidential Information of the other party.
8.WARRANTIES
Neither party nor any of its Reprentatives makes any reprentations or warranties as to the accuracy or completeness of any Confidential Information provided hereunder, except as may be otherwi t forth in any definitive agreement executed by the parties.
9.NO ASSIGNMENT
This Agreement is not assignable by either party, whether by operation of law or otherwi, without the prior written connt of the other party.
10.GENERAL
This Agreement shall be binding on and inure to the benefit of the parties, their successors, and assigns. This Agreement states the entire agreement between PARTY A and PARTY B regarding the Confidential Information disclod in connection with the Purpo, and superdes all prior or contemporaneous written and oral communications related to the subject matter of this Agreement. This Agreement may be amended only by a written agreement executed by PARTY A and PARTY B. The failure of either party to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision. This Agreement may be executed by facsimile or by electronic scanning. This Agreement may also be signed in counterparts, each of which shall be d
eemed an original and both of which together shall constitute the same instrument.
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11.SURVIVAL
The parties' confidentiality obligations under this Agreement shall continue until expiration of the Period of Confidentiality.
12.GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of republic of China. without regard to its conflicts of laws provisions.
[Signatures Follow]
IN WITNESS WHEREOF, PARTY A and PARTY B, by their duly authorized reprentatives, have executed this Agreement as of the Effective Date.
PARTY A COMPANY NAME. PARTY B COMPANY NAME.
By: By:
Name: Name:
Title: Title :
