NON-DISCLOSURE AGREEMENT
THIS AGREEMENT (the "Agreement棉”) is entered into on this ____day of ___________ by and between _________________, located at ___________________ ( the”夸人美丽的句子电脑怎么设置屏保 Disclosing Party”), and
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论语成语___________________________ with and address at ______________________ (the “Recipient” or the
“Receiving Party”).
The Recipient hereto desires to participate in discussions regarding ________________________
(the “Transaction”). During the discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promi
s and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.Definition of Confidential Information.
(a) For purpos of this Agreement, “Confidential Information科学抗疫瘦背动作” means any data or
information that is proprietary to the Disclosing Party and not generally known to the public, whether in
tangible or intangible form, whenever and however disclod, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, prent or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or rvices, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, proc
edure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databas, inventions, information and trade crets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade cret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade crets
(b)Notwithstanding anything in the foregoing to the contrary, Confidential
Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by t
he Receiving Party in breach of this Agreement; (d) is required to be disclod in a judicial or administrative proceeding, or is otherwi requested or required to be disclod by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.
2.Disclosure of Confidential Information.
From time to time, the Disclosing Party may disclo Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its
directors, officers, employees, agents or reprentatives (collectively “Reprentatives”) who have a need to know such Confidential Information in connection with the current or contemplated business
relationship between the parties to which this Agreement relates, and only for that purpo; (b) advi its Reprentatives of the proprietary nature of the Confidential Information and of the obligations t forth
in this Agreement and require such Reprentatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care ud by it in safeguarding its own confidential information; and (d) not disclo any Confidential Information received by it to any third parties (except as otherwi provided for herein).
Each party shall be responsible for any breach of this Agreement by any of their respective Reprentatives.
3.U of Confidential Information.
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The Receiving Party agrees to u the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpo other than as authorized by this Agreement without the prior written connt of an authorized reprentative of the Disclosing Party. No other right or licen, whether expresd or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All u of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.
