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NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is made and entered into as of the later of the two signature dates below by and between xxxxxxx., a Delware corporation, and _________________.
IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:
1. 妒怎么读音关于爱情的故事Definition of Confidential Information and Exclusions.
(a) "Confidential Information" means nonpublic information that a party to this Agreement (“Disclosing Party”) designates as being confidential to the party that receives such information (“Receiving Party”一清二白的意思) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. "Confidential Informat
我爱幼儿园儿歌ion" includes, without limitation, information in tangible or intangible form relating to and/or including all business, technical, and financial information (including, without limitation, specific customer requirements, customer and potential customer lists, marketing and promotional information, trade cret, copyright, and trademark information, and information concerning a party’枯萎的拼音s employees, agents, divisions, practices, policies, operations, and pricing information), as well as information received from others that Disclosing Party is obligated to treat as confidential. Except as otherwi indicated in this Agreement, the term 心中的彩虹“Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwi indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party. An “Affiliate” means any person, partnership, joint venture, corporation or other form of enterpri, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.
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(b) Confidential Information shall not include any information, however designated, that: (i) is or subquently becomes publicly available without Receiving Party's breach o
f any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party.
2. Obligations Regarding Confidential Information.
(a) Receiving Party shall:
(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five (5) years following the date that Disclosing Party first disclos such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;
(ii) Take reasonable curity precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;
微写作(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwi provided hereunder; and
(iv) Refrain from rever engineering, decompiling or disasmbling any software code and/or pre-relea hardware devices disclod by Disclosing Party to Receiving Party under the terms of this Agreement.
(b) Receiving Party may disclo Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable written notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to ek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.
(c) The undersigned Receiving Party may disclo Confidential Information only to R
eceiving Party's employees and consultants (including legal, accounting, or other professional advisors) on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with its employees and such consultants sufficient to enable it to comply with all the provisions of this Agreement, and shall be responsible for any breach of the confidentiality restrictions herein by such employees and consultants.
(d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized u or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain posssion of the Confidential Information and prevent its further unauthorized u or disclosure.
