天气很好阳光很美句子CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (the “气球图片卡通Agreement”) is made and entered into as of this ___ day of ___ 20___, between [________________], a company incorporated under the laws of the [Place of Incorporation] (“Party A”); and Sinohydro Corporation Limited, a company organized and existing under the laws of the Peoples Republic of China (the “Company”) (each of Party A and the Company being a "Party", and collectively, the "Parties").
WITNESSETH:
WHEREAS, the Parties are about to enter into discussions and to exchange information regarding opportunities for [Brief Description of the Contemplated Transaction] (the "Transaction");
WHEREAS, in the cour of such discussions regarding the Transaction, each Party expects to disclo certain confidential, proprietary and trade cret information to the other Party; and
WHEREAS豆蔻之年>oppo怎么截屏, Party A and the Company ek to safeguard and protect their respective confidential proprietary and trade cret information.
NOW, THEREFORE, in consideration of the mutual promis contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1. 芦荟护肤Proprietary Information.
1.1 As ud herein, the term “Proprietary Information” shall mean all confidential or proprietary information including, without limitation, trade crets, names and experti of employees and consultants, know-how, formulae, process, ideas, inventions (whether or not patentable), schematics, tapes, drawings, part prints, concept sketches, tool drawings, tool making technology, manufacturing plans, equipment specifications, records, parts, samples, prototypes, specifications, photographs, reports, and other technical, business, financial, company and product development information，documents and data (whether or not reduced to writing), which is disclod or made avail
able by either Party (the “Disclosing Party”) to the other Party (the "Receiving Party") in connection with the Transaction and (a) if disclod orally, is orally identified at the time of disclosure or promptly thereafter in writing or electronically as confidential or proprietary, or (b) that, regardless of the form of disclosure, should reasonably have been understood by the Receiving Party becau of legends or other markings, the circumstances of disclosure, or the nature of the information itlf to be proprietary or confidential to the Disclosing Party, an Affiliate of the Disclosing Party or to a third party. Notwithstanding the foregoing, Proprietary Information shall not include information that: (i) is in the public domain on the date hereof or comes into the public domain other than through the fault or negligence of the Receiving Party; (ii) is lawfully obtained by the Receiving Party from a third party without breach of this Agreement and otherwi not in violation of the Disclosing Party’s rights; (iii) is known to the Receiving Party at the time of disclosure as shown by its written records in existence at the time of disclosure; or (iv) is independently developed by the Receiving Party, provided the Receiving Party can demonstrate that it did so without making any u of any Proprietary Information or other information that the Disclosing Party disclod in confidence to any third party.
1.2 For the purpos of this Agreement the term “Affiliate” shall mean any company, corporation, or other entity, which controls, is controlled by, or is under common control with a Party now and shall be considered an Affiliate only so long as the ownership or control, directly or indirectly, meets the conditions t forth herein. For purpos of this definition, “control” shall mean ownership or control, directly or indirectly, of more than fifty (50%) percent of the shares having voting rights, or other equivalent rights of the subject entity entitled to vote.
瓦尔登湖读书笔记2. Nondisclosure. In consideration of the Disclosing Party’s disclosure of Proprietary Information to the Receiving Party, the Receiving Party agrees that it: (i) shall treat all Proprietary Information as strictly confidential; (ii) shall not disclo or u any Proprietary Information except for the purpo (a) of evaluating the information disclod by the Disclosing Party with respect to the Transaction or (b) performing its duties or exercising its rights under a written agreement entered into by the Parties regarding the Transaction (collectively the “Purpo”); (iii) shall protect all Proprietary Information, whether in storage or in u, with the same degree of care as the Receiving Party us to
protect its own Proprietary Information against public disclosure, but in no ca with less than reasonable care and shall not take copies (whether electronic or otherwi) of any Proprietary Information; (iv) shall disclo Proprietary Information only to such partners, officers, directors, employees, agents and professional advirs (including without limitation attorneys, accountants, consultants, bankers and financial advisors) (collectively “Reprentatives”) of the Receiving Party who need to know such Proprietary Information for the Purpo, provided such Reprentatives are informed of the confidential nature of such Proprietary Information and the terms of this Agreement prior to disclosure and provided further that the Receiving Party shall be responsible in the event of such Reprentative’s breach of this Agreement as if the Receiving Party had committed such breach; (v) shall be permitted to disclo Proprietary Information to its Affiliates and to allow its Affiliates to receive Proprietary Information from the Disclosing Party, provided that, prior thereto, such Affiliates agree to be bound by the terms hereof, and provided further that the Receiving Party shall be responsible in the event of such Affiliates’ breach of this Agreement as if the Receiving Party had committed
such breach; and (vi) shall not rever engineer any such Proprietary Information. Except upon mutual written agreement, or as may be required by law, neither Party to this Agreement shall in any way or in any form disclo the existence of the Transaction, the discussions that gave ri to this Agreement or the fact that there have been, or will be, discussions or negotiations covered by this Agreement. The Receiving Party will notify the Disclosing Party in writing promptly upon the occurrence of any unauthorized relea of Proprietary Information or breach of this Agreement of which it is aware.
3. Required Disclosure. If the Receiving Party is required to disclo Proprietary Information pursuant to any applicable legal requirement or the order of any court or governmental agency of competent jurisdiction or recognized stock exchange the Receiving Party shall first notify the Disclosing Party of any such order and, if practicable, afford such Party the opportunity to ek a protective order relating to any such disclosure and, the Receiving Party shall then be entitled, without breaching its non-disclosure obligations under this Agreement, to furnish only that portion (in the opinion of counls) of the Proprietary Information that it is legally required to disclo and will exer
兴福寺
ci all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the remaining Proprietary Information.
4. 中国宜居城市Return of Proprietary Information. Upon the completion or termination of the discussions regarding the Transaction, or at any time upon the Disclosing Party’s written request, the Receiving Party shall either (i) immediately return to the Disclosing Party or (ii) destroy and then certify to the Disclosing Party the destruction of all items of Proprietary Information of the Disclosing Party. Notwithstanding the return or destruction of Proprietary Information, the Receiving Party will continue to be bound by the terms and obligations of this Agreement.
5. Ownership. All right, title and interest in and to the Proprietary Information disclod by the Disclosing Party shall remain the exclusive property of the Disclosing Party. The Parties acknowledge and agree that this Agreement shall not be construed as a transfer or sale by the Disclosing Party of any right whatsoever, by licen or otherwi, in or to any of its Proprietary Information, and no licens or rights under any patent, cop
yright, trademark, or trade cret are granted or implied or are to be implied by this Agreement.
