Confidential Disclosure Agreement保密协议
BETWEEN
AAA COMPANY
AND
BBB INC.
CONFIDENTIAL DISCLOSURE AGREEMENT
This Confidential Disclosure Agreement (the "Agreement") is effective as of _________(M/D/Y) (the "Effective Date"), between AAA Company, a _________(STATE) corporation , having an office at _________ and BBB Inc., a _________(STATE) corporation, having an office at _________.
WHEREAS, the Board of Directors of AAA has determined that it is in the best interest of AAA and its stockholders to parate AAA's existing business into two independent business;
WHEREAS, as part of the foregoing, AAA and BBB have entered into a Master Separation Agreement (
as defined below), which provides, among other things, for the paration of AAA and BBB the transfer between AAA and BBB of certain asts and liabilities, the initial public offering of BBB stock, the distribution of such stock and the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing; and
WHEREAS, also as part of the foregoing, the parties further desire to enter into this Agreement to provide for the protection of their Confidential Information (as defined below).
带孩子去哪里旅游比较好NOW, THEREFORE, in consideration of the mutual promis of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:
金牛座男生的性格特点
快速瘦身法ARTICLE I
DEFINITIONS
For the purpo of this Agreement the following capitalized terms are defined in this Article I and shall have the meanings specified herein. Capitalized terms ud herein and not otherwi defined shall have the meanings for such terms t forth in the Master Separation Agreement.
1.1 Ancillary Agreements. "Ancillary Agreements" means the items and agreements listed in Section
2.1 of the Master Separation Agreement and all agreements and documents contemplated by such agreements.
1.2 Confidential Information.
(a) "Confidential Information" means any and all documents, materials, data, and other information (whether oral, written, electronic or otherwi) relating to a Disclosing Party that a Receiving Party knows of as of the Separation Date, that is directly or indirectly disclod to the Receiving Party by or on behalf of such Disclosing Party in connection with any Transaction Agreement, or that the Receiving Party otherwi comes to know pursuant to its parent/subsidiary relationship with the Disclosing Party.
(b) Confidential Information of Third Parties that is known to, in the posssion of or acquired by a Receiving Party pursuant to a relationship with the Disclosing Party shall be deemed the Disclosing Party's Confidential Information for purpos herein.
(c) Notwithstanding the foregoing provisions of this Section 1.2, Confidential Information shall exclude information that: (i) was in the Receiving Party's posssion before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through t
he prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (ii) is or becomes a matter of public knowledge through no fault of the Receiving Party or its Reprentatives; (iii) is rightfully received by the Receiving Party from a Third Party without a duty of confidentiality; (iv) is independently developed by the Receiving Party; or (v) is disclod by the Receiving Party with the Disclosing Party's prior written approval.
1.3 Confidentiality Period. "Confidentiality Period" means, with respect to Confidential Information, three (3) years after either (A) the Separation Date with respect to Confidential Information of the Disclosing Party that is known to or in the posssion of the Receiving Party as of the Separation Date or (B) the date of disclosure with respect to Confidential Information that is disclod by the Disclosing Party to the Receiving Party after the Separation Date.
1.4 Disclosing Party. "Disclosing Party" means the party owning or disclosing the relevant Confidential Information, being either (a) a member of AAA Group, or (b) a member of BBB Group, as applicable.
1.5 Distribution Date. "Distribution Date" has the meaning t forth in the Master Separation Agreement.
1.6 Master Separation Agreement. "Master Separation Agreement" means the Master Separation and Distribution Agreement between the parties.
海贼王多少集了
1.7 Receiving Party. "Receiving Party" means the non-owning party or recipient of the relevant Confidential Information, being either (a) a member of AAA Group, or (b) a member of BBB Group, as applicable.
1.8 Reprentative. "Reprentative" has the meaning t forth in Section
2.2.
1.9 Separation Date. "Separation Date" means as of 12:, Eastern Standard Time, _________(M/D/Y) or such other date as may be determined by AAA.
1.10 Third Party. "Third Party" means a Person other than AAA and its Subsidiaries and Affiliated Companies and BBB and its Subsidiaries and Affiliated Companies.
1.11 Transaction Agreements. "Transaction Agreements" means the Master Separation Agreement and the Ancillary Agreements.
ARTICLE II
CONFIDENTIALITY
2.1 Confidentiality Obligations. During the Confidentiality Period, the Receiving Party shall (i) protect the Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized u, dismination, or publication of the Confidential Information as Receiving Party us to protect its own confidential information of a like nature, and (ii) not disclo such Confidential Information to any Third Party, except as expressly permitted under this Agreement, in the Transaction Agreements or in any other agreements entered into between the parties in writing, without prior written connt of the Disclosing Party.
2.2 Disclosure To Reprentatives; Sublicenes. Notwithstanding the provisions of Section 2.1, the Receiving Party may disclo the Confidential Information to its Subsidiaries and Affiliated Companies, and its and their directors, officers, employees, partners, affiliates, agents, financing sources, rating agencies, advisors and reprentatives ("Reprentatives"), to the extent such Reprentatives need to know such Confidential Information, and may disclo to its sublicenes permitted under a Transaction Agreement portions of Confidential Information as reasonably necessary in the exerci of the Receiving Party's sublicen rights under such Transaction Agreement; provided, however, that the Receiving Party shall inform each such Reprentative or su
blicene of the confidential nature of the Confidential Information, shall require such
Reprentative or sublicene to be bound to the terms of this Agreement to the same extent as if such Reprentative or sublicene was a party hereto, and that the Receiving Party shall be responsible for any breach of this Agreement by its Reprentatives and sublicenes.
秒针系统2.3 Compelled Disclosure. Notwithstanding anything to the contrary t forth herein, it is understood that the Receiving Party may be legally compelled or otherwi legally obligated to disclo Confidential Information (or portions thereof) (i) pursuant to subpoena or other court process; (ii) at the express direction of any other authorized government agency with jurisdiction over Receiving Party, or (iii) as otherwi required by law. If Receiving Party becomes so compelled or obligated to disclo any of the Confidential Information, Receiving Party will provide the Disclosing Party with prompt written notice so that the Disclosing Party may ek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, Receiving Party will furnish only that portion of the Confidential Information which, in the opinion of Receiving Party's legal counl, is legally required, and Receiving Party will reasonably cooperate, at the Disclosing Party's expen and request, with the Disclosing Party's counl to enable the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Inform
ation.
2.4 No Restriction On Disclosing Party. Nothing in this Agreement shall restrict the Disclosing Party from using, disclosing, or disminating its own Confidential Information in any way.
2.5 No Restriction On Reassignment. This Agreement shall not restrict reassignment of the Receiving Party's employees.
2.6 Third Party Restrictions. Nothing in the Agreement superdes any restriction impod by Third Parties on their Confidential Information, and there is no obligation on the Disclosing Party to conform Third Party agreements to the terms of this Agreement.
ARTICLE III
WARRANTY DISCLAIMER
EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN "AS IS, WHERE IS" BASIS AND THAT NEITHER PARTY NOR ANY OF ITS SUBSIDIARIES OR AFFILIATED COMPANIES HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT.
顺从者ARTICLE IV
DISPUTE RESOLUTION
4.1 Dispute Resolution. Any dispute or claim arising out of or related to this Agreement shall be resolved in accordance with the dispute resolutions procedures t forth in Section
5.7 of the Master Separation Agreement.
4.2 Proceedings. Notwithstanding the provisions of Section 4.1, the parties hereto each acknowledge that any violation of this Agreement in respect of any Confidential Information will cau the Disclosing Party and its affiliates immediate and irreparable harm that monetary damages cannot adequately remedy, and parties agree that, upon any actual or impending violation of this Agreement, the Disclosing Party or any one or more of its Affiliated Companies shall be entitled to equitable relief, including injunctive relief and specific performance (and the Receiving Party shall not plead in defen thereto that there would be an adequate remedy at law), without bond or proof
of damages, and in addition to any other remedies that the Disclosing Party may have under applicable law. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that Receiving Party or any of its Reprentatives has breached this Agreement, Receiving Party shall be liable and pay to the Disclosing Party the reasonable legal fees and costs incurred with such litigation, including any appeal therefrom.
ARTICLE V
LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES, AFFILIATED COMPANIES, DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ARTICLE VI
浩瀚无际
哪个银行利息最高
MISCELLANEOUS PROVISIONS
6.1 Suits. Neither party shall have any obligation hereunder to institute any action or suit against Third Parties for misappropriation of any of its Confidential Information or to defend any action or suit brought by a Third Party that alleges infringement of any intellectual property rights by the Receiving
