孕妇吃啥CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Agreement, made and entered into as of this day of , 20, between Sony Corporation (“Sony”), having its principal office at 7-1 Konan 1-chome, Minato-ku, Tokyo 108-0075, Japan and (“Company”), having its principal office at
(Company and Sony are collectively, the “Parties” and respectively, the “Party”),
W I T N E S S E T H :
WHEREAS, the Parties wish to exchange certain information which may be confidential and proprietary to a disclosing Party, subject to the terms and conditions hereinafter t forth.
NOW, THEREFORE,in consideration of the foregoing premi and mutual covenants hereinafter contained, the Parties hereby agree as follows:
SECTION 1. DEFINITION:
(1) “Disclosure Period” shall mean the period from , , to , , .
(2) “Confidentiality Period” shall mean, with respect to the Confidential Information disclod by
Company, the Disclosure Period and one (1) year thereafter, and with respect to the Confidential Information disclod by Sony, the period commencing from the first day of Disclosure Period and ending on the day when such Confidential Information falls under any of events as t forth in Section 3 (1) first.
(3) “Disclosing Party” shall mean the Party so identified below who will disclo its Confidential
Information hereunder, and “Receiving Party” shall mean the Party receiving the Confidential Information of the other Party hereunder:
Disclosing Party: Sony Company (Check either or both, as appropriate)
(4) “Subject of Disclosure”:
The information disclod hereunder relates to the following subject of disclosure (the “Subject of Disclosure”):
By Sony: Detail of qualification criteria as a licene of the E-mount system specifications, list of required documents for application for a licene and other information regarding to the application for licene of the E-mount system specification which are provided by Sony to Company after the e
xecution of this Agreement, and the terms and conditions of the licen agreement for E-mount system specification, if Company is qualified.
By Company: Business and operation information of Company provided by Company to Sony pursuant to the list of required documents for application for a licene as provided by Sony to Company after the execution of this Agreement.
(5) “Confidential Information” shall mean any and all confidential, proprietary or cret
information, documents and/or materials which are disclod by the Disclosing Party relating to its Subject of Disclosure during the Disclosure Period and are clearly marked “Confidential”
or other marking of similar nature by the Disclosing Party at the time of disclosure to the Receiving Party or, if orally or visually disclod, or otherwi difficult to so mark due to the nature of such Confidential Information, are identified as confidential by the Disclosing Party at the time of disclosure and confirmed by a writt en resume with “Confidential” marking or other marking of similar nature to be issued to the Receiving Party within thirty (30) days after the date of such disclosure.
(6) “Purpo”:
Purpo of disclosure of the Confidential Information hereunder (the “Purpo”) shall be for Sony to determine the eligibility of Company as a potential licene of the E-mount system specifications.
SECTION 2. NON-DISCLOSURE OBLIGATIONS:
(1) During the Confidentiality Period, the Receiving Party shall keep in confidence and not
disclo or disminate to any third party the Confidential Information of the other Party and shall not u such Confidential Information for any purpo other than the Purpo.
(2) In order to protect the Confidential Information of the other Party as required in Paragraph (1)
above, the Receiving Party shall, during the Confidentiality Period, undertake the following:
(i) not to disclo such Confidential Information to any person other than its officers and
employees who duties justify a need-to-know and who have executed a written
instrument in which such officers and employees have agreed not to disclo and to hold
confidential all confidential information, inclusive of tho of third parties, which may be
disclod to them or to which they may have access during the cour of their duties;
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(ii) t o u the same degree of care, but not less than a reasonable degree of care, to avoid disclosure, publication or dismination of such Confidential Information as the
Receiving Party would u with respect to its own confidential information, (by way of
example, employing a cured transmission method even if transmission of such
Confidential Information is permitted hereunder, and at any time not commingling with
any other company’s information) and to ensure that all tangible materials relating to or
containing such Confidential Information be maintained in specific area or storages which
are cluded from any access of third parties or its officers or employees who duties do not
justify a need-to-know and plainly marked to indicate the confidential nature thereof to
prevent unauthorized u or reproduction thereof;
(iii) not to make a reproduction (including, but not limited to, copy or reproduction by taking photographs) of such Confidential Information which is clearly marked “Do Not Copy” or
other marking of similar nature at the time of disclosure, or if orally or visually disclod, or
otherwi difficult to so mark due to the nature of such Confidential Information, instructed
by the Disclosing Party not to copy or reproduce at the time of disclosure and confirmed by a
written resume with “Do Not Copy” marking or other marking of similar nature to be issued
to the Receiving Party within thirty (30) days after the date of such disclosure, without the齐襄公
Disclosing Party’s prior written connt;
吸油纸(iv) a t the Disclosing P arty’s request, to provide the Disclosing Party with a written report as to how such Confidential Information is kept, stored and/or ud by the Receiving Party;
(v) a t the Disclosing P arty’s request and in accordance with the Disclosing Party’s instruction, either (a) to return promptly to the Disclosing Party any and all portions of
such Confidential Information together with all copies and reproductions thereof, if any or,
(b) to destroy or era any and all portions of such Confidential Information together with
all copies and reproductions thereof, if any, and provide the Disclosing Party with a
written certificate of such destruction or erasure; and
(vi) to notify the Disclosing Party immediately of any suspected, potential, or actual divulgation, loss or theft of materials embodying such Confidential Information, or
breach of any confidentiality obligation hereunder.
SECTION 3. EXCLUSIONS:
(1) Notwithstanding the provisions of Section 2 hereof, the obligations t out therein shall not
apply to any portion of the Confidential Information of the other Party which:
(i) was already known to the Receiving Party at the time of disclosure;
(ii) i s or becomes accessible to the public through no fault of the Receiving Party;
(iii) is obtained by the Receiving Party from a third party lawfully in posssion thereof without restriction on disclosure or u; or
(iv) i s independently ascertained or developed by or for the Receiving Party without u of such Confidential Information.
(2) If the Receiving Party is required to disclo any of the Confidential Information of the other
Party by government authorities or required by law, ordinance, rule, regulation or court order applicable to the Receiving Party, notwithstanding the provisions of Section 2 hereof, the Receiving Party may so disclo such Confidential Information; provided that the Receiving Party shall take reasonable steps to obtain confidential treatment of such Confidential Information and shall make reasonable efforts to give the Disclosing Party prior written notice of such requirement together with a copy of the information to be disclod.
SECTION 4. WARRANTY, NO LICENSE AND NO COMMITMENTS:
(1) Company reprents and warrants that the Confidential Information disclod by it shall be
accurate and reliable.
(2) Disclosure of the Confidential Information hereunder shall by no means constitute any option,
grant or licen to the Receiving Party under any patent, copyright, know-how or other intellectual property rights now or in the future held or otherwi controlled by the Disclosing Party.
(3) It is understood and agreed that the disclosure and receipt of the Confidential Information
hereunder shall by no means result in any obligation on the part of either Party to enter into any further agreement or realize any transaction with the other with respect to the subject matter hereof or otherwi.
(4) It is understood and agreed that each Party may now market or have under development
products and/or rvices which are competitive with products and/or rvices now offered or
which may be offered by the other Party. Subject to the terms and conditions of this Agreement, discussions or communications between the Parties will not rve to impair the right of either Party by itlf or through any third party to develop, make, u, procure and/or market products or rvices now or in the future which may be competitive with tho offered by the other Party, nor require either Party to disclo any planning or other information to the other Party.
(5) It is understood and agreed that any information, documents and/or materials other than the
Confidential Information which are disclod by a Party during the cour of discussion for the Purpo are not subject to confidentiality obligations or trade cret protection, contractual or otherwi, unless such information, documents and/or materials are otherwi protected under any other agreement between the Parties.
SECTION 5. MISCELLANEOUS:
黄瓜苹果汁(1) Each Party acknowledges that the unauthorized u or disclosure of its Confidential
Information by the Receiving Party would cau irreparable harm and significant injury to the Disclosing Party and monetary compensation may not be sufficient to cure the same.
Accordingly, should such unauthorized u or disclosure occur or be likely to occur, the Disclosing Party shall be entitled to all appropriate relief, including injunctive and other equitable relief, to enforce the provisions of this Agreement. Sections 5 (9) and 5 (10) shall not preclude either Party from eking injunctive relief from a court of competent jurisdiction.
李灵宏(2) Either P arty’s failure to enforce any of the terms and conditions of this Agreement at any time
shall by no means affect, limit or waive such P arty’s right thereafter to enforce and compel strict compliance with every term and condition hereof.
(3) N either this Agreement nor any of the rights and obligations hereunder shall be assignable or
transferable, in whole or in part, to any third party without prior written connt of the other Party. Any assignment or attempted assignment in violation of the provisions of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective Parties and any of their authorized successors, reprentatives, and administrators.大雪诗词
(4) Notices required to be given hereunder shall be in writing, costs prepaid, and addresd to the
Parties at the address first t forth above, or to such other address as may be designated by a written notice given in accordance with this Section. Any such notices shall be deemed properly given when (i) delivered personally; (ii) five (5) days past after having been nt by registered air mail; or (iii) two (2) days past after deposit with a commercial overnight courier.
(5) This Agreement constitutes the complete agreement between the Parties with respect to the
subject matter of this Agreement, and superdes and cancels any and all prior communications dis
cussions, understandings or agreements, written or oral, between the Parties with respect to the subject matter hereof.
(6) In the event that any provision of this Agreement is found by a court of competent jurisdiction
to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or时间介词的用法
invalid provision within the limits of applicable law or court decisions.
(7) No amendment or supplement to or modification of this Agreement shall be effective unless
otherwi made in writing and signed by a duly authorized reprentative of both Parties.
(8) This Agreement shall become effective as of the first date of the Disclosure Period.
(9) This Agreement and any disputes related to or arising out of this Agreement shall be governed
in all respects by the laws of Japan without reference to any choice or conflict of laws principles.
(10) Any controversy or claim arising out of or relating to this Agreement or a breach of
this Agreement shall be ttled by arbitration in Tokyo, Japan. Such arbitration shall be conducted in accordance with the Rule of Arbitration of International Chamber of Commerce by three (3) arbitrators. Sony and Company shall each appoint one (1) arbitrator and the appointed arbitrators shall in turn appoint a third arbitrator. The language of the arbitration shall be English. The cost for arbitration shall be borne by either Party or both Parties as determined by the arbitration award. The arbitration award shall be final and binding on the Parties with respect to such a controversy, claim or breach, and the Parties agree to be bound thereby and act accordingly.
IN WITNESS WHEREOF, the Parties by their duly authorized reprentatives have executed this CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT upon the date first t above. Sony: Company:
Sony Corporation
By By
Name:Name:
Title:Title:
