MUTUAL CONFIDENTIALITY AGREEMENT
THIS MUTUAL CONFIDENTIALITY AGREEMENT (this “Agreement”) made this ____ day of ___________, 20___, by and between . and its subsidiaries, a corporation, with offices at (hereinafter referred to collectively as “ ”) and _____________________, a _______________ corporation, with offices at ____________________ ______________________________ (“____________”). _______ and _______________ are sometimes referred to individually as a “Party” and collectively as the “Parties”.
夸男生的句子WHEREAS, the Parties wish to disclo and examine certain confidential and proprietary information for the purpo of discussing and evaluating a possible business arrangement (such activities hereinafter referred to as the “Explorations”); and
WHEREAS, the Parties mutually agree that the disclosure of such confidential and proprietary information may be required for the Explorations to proceed.
NOW, THEREFORE, in consideration of the foregoing and of the promis and covenants herein contained, the Parties agree as follows:
1. Information to be Treated as Confidential当加偏旁组词. The term “Confidential Information” shall mean all non-public information, oral or written, and materials (in any medium), including trade crets, of which either Party becomes aware as a result of or in the cour of the discussions regarding the Explorations which could reasonably be understood to be confidential, whether or not so marked, and is related to either Party’s business and all other information or data identified as proprietary or confidential at the time of disclosure which either Party or its reprentatives provides or disclos to the other Party in order to evaluate the feasibility of the Explorations; provided, however, that Confidential Information does not include information which:
(a) through no breach of this Agreement, is or becomes published or otherwi publicly available;孝作文
(b) was already known to receiving Party (the “Recipient”) at the time of disclosure as e
videnced by documents maintained in the ordinary cour of business;
(c) was independently developed by the Recipient without reference to the Confidential Information; or
(d) was lawfully obtained from a third party without breach of any agreement between the third party and the disclosing Party (“Disclor”).
2. Permitted Us of Confidential Information. Each Recipient shall not u or duplicate any Confidential Information (except as necessary to conduct the Explorations), and shall keep confidential and not disclo any Confidential Information to anyone (including, without limitation, any affiliate or other related party), unless the Disclor has, in its sole discretion, previously and expressly connted to such u, duplication or disclosure in writing. Each Recipient shall safeguard and strictly control the dismination of the Confidential Information and not disclo the Confidential Information to any person, except to the employees of such Recipient or of the Recipient’s affiliates who have a need to know the Confidential Information for the sole purpo of conducting the
Explorations. All such employees must be advid of their obligations to protect Disclor's interests, which obligations shall be identical to the Recipient's under this Agreement. Without limiting any of the foregoing, each Party agrees to protect the other Party's Confidential Information with at least the same degree of care as it exercis to protect its own highly confidential information of like character, but in no event less than reasonable care. Each Party agrees that the Confidential Information shall not be made available (including the fact that discussions are taking place) to any other person or group (including customers or suppliers of either Party hereto) for any other purpo whatsoever without the prior written connt of the Disclor. Each Recipient shall be responsible for any breach of the confidentiality provisions of this Agreement by any person to whom Confidential Information may be disclod by the Recipient. Further each Party agrees to u the Confidential Information only for consideration of an agreement between the Parties for the purpos of the Explorations to which this Agreement is directed, and specifically agrees not to u the Confidential Information to gain a competitive advantage in the marketplace.
生产计划与控制3. Disclosure Required by Law. Notwithstanding Section 2 herein, a Recipient may produce or disclo Confidential Information if and to the extent required pursuant to applicable laws, regulations or court order, provided the Recipient has given the Disclor prior written notice so that the Disclor may ek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained, or the Disclor waives compliance with the provisions of this Agreement, the Recipient shall furnish only that portion of the Confidential Information which the Recipient is legally required to disclo and shall exerci all reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information.
4. Disclosure to Advisors. Recipient shall not disclo to any advisor of the Recipient, including any accountant, attorney, financial institution or investor, any Confidential Information unless Disclor shall have connted in writing and the advisor shall have executed and delivered to Disclor a Confidentiality Agreement in the form attached as Exhibit A.
5. Rights in Confidential Information. The Parties acknowledge and agree that:
(a) All Confidential Information disclod by or belonging to each Disclor is and shall remain the exclusive and valuable property of that Disclor;
形容老人的词语 (b) The Recipient does not hereby obtain any licen or other interest in or to Confidential Information of the Disclor or the subjects thereof; and
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(c) At the request of a Disclor, and in any event upon the completion of the Explorations, each Recipient shall promptly deliver to the Disclor all plans, specifications, customer lists, products, prototypes, components, equipment provided by the Disclor hereunder, as well as all records or other things containing or embodying the Disclor's Confidential Information within its posssion or control which was delivered or made available to each Recipient during or in connection with the Explorations, or, at the request of the Disclor, provide a corporate officer’s written certification that all such Confidential Information has been destroyed.
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