MUTUAL NONDISCLOSURE AGREEMENT
THIS MUTUAL NONDISCLOSURE AGREEMENT is made and entered into as of [dd/mm/yy], between , a company with the principal place of business at [ ], including all of its affiliates and the undersigned party, , a company with the principal place of business at [ ], including all of its affiliates.
Purpo. The parties wish to continue to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclo or have already disclod to the other certain confidential technical and business information which Disclor desires Recipient to treat as confidential.
1. “Confidential Information” means any information disclod previously or in the future by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equ沈从文作者简介
年画作品大全图片ipment), which is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally shall be considered Confidential Information if such information is [designated as Confidential Information at the time of initial disclosure and is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure.] Confidential Information may also include information disclod to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by Disclor; (ii) becomes publicly known and made generally available after disclosure by Disclor to Recipient through no action or inaction of Recipient; (iii) is already in the posssion of Recipient at the time of disclosure by Disclor as shown by Recipient’s files and records immediately prior to the time of disclosure; (iv) is obtained by Recipient from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by Recipient without u of or reference to Disclor’s Confidential Information, as shown by documents and other competent evidence in Recipient’s posssion; or (vi) is required
by law to be disclod by Recipient, provided that Recipient gives Disclor prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
2. Non-u and Non-disclosure. Each party agrees not to u any Confidential Information of the other party for any purpo except to evaluate and engage in discussions concerning a potential business relationship between the parties. Each party agrees not to disclo any Confidential Information of the other party to third parties or to such party’s employees, except to tho employees of Recipient who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Neither party shall rever engineer, disasmble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.
3. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the crecy of and avoid disclosure and unauthorized u of the Con
福建省档案馆fidential Information of the other party. Without limiting the foregoing, each party shall take at least tho measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-u and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were t forth in or on the original.
4. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party rerves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
脚部穴位图>投胎5. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
6. Return of Materials. All documents and other tangible objects containing or reprenting Confidential Information which have been disclod by either party to the other party, and all copies thereof which are in the posssion of the other party, shall be and remain the property of Disclor and shall be promptly returned to Disclor upon Disclor’s written request.持仓差
7. No Licen. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly t forth herein.
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8. Non-Solicitation of Disclor’s Employees. Recipient shall not, without the prior written approval of Disclor, hire or enter into a contract with any employee, agent or reprent
ative of Disclor to provide rvices to Recipient or, directly or indirectly, induce or attempt to induce or otherwi counl, discuss, advi or encourage any employee, agent or reprentative of Disclor to leave or otherwi terminate such person's relationship with Disclor for a period of twelve (12) months following the date hereof.
9. 虞姬出装Non-Solicitation of Disclor’s Customers. Recipient shall not, without the prior written approval of Disclor, directly or indirectly, whether or not for compensation, for the purpo of engaging in competition with Disclor, call on or solicit any person or entity who is a customer of Disclor for a period of twelve (12) months after the date hereof.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of People’s Republic of China. The parties hereby irrevocably connt to the jurisdiction and rules of Beijing Arbitration Commission, in any action arising out of or relating to this Agreement, and waive any other venue to which Receipt might be entitled by domicile or otherwi.
11. Term. The obligations of each receiving party hereunder shall survive until such time
as all Confidential Information of the other party disclod hereunder becomes publicly known and made generally available through no action or inaction of Recipient.
