NDA保密协议(Multilateral 英文版)

保密2013版NDA and Confidentiality Agreement Rev.2013 Nondisclosure and Confidentiality Agreement THIS Agreement is effective as of the May 10th, 2013 (the “Effective Date”), between: AAA: AAA Corporation,a Company duly organized, validly existing and in good standing as a legal person under the laws of XXX with its legal address at XXX (hereinafter referred to as “AAA”). BBB: BBB Co., Ltd, a Company duly organized, validly existing and in good standing as a legal person under the laws of XXX and having its principle place of business at XXX(hereinafter referred to as “BBB”). THE PURPOSE of this agreement is to assure the protection and preservation of the confidential, proprietary nature of information to be disclosed or made available between the parties. NOW THEREFORE, in consideration of the promises, covenants, understandings, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Notice and Communication. Any notice or other communication pursuant to this Agreement shall be sufficiently made or given on the date of mailing if sent to such party by certified first class mail, postage prepaid, addressed to it at its address above or as it shall designate by written notice given to the other party. 2. No Disclosure of Confidential Information. Each party shall protect and treat as strictly confidential any “Confidential Information” (as hereinafter defined) disclosed or made available by the other party, and shall not disclose Confidential Information or any part thereof to any person not a party to this Agreement, unless the other party has provided its prior written consent. 3. Confidential Information. As used in the Agreement, the term “Confidential Information” shall mean all information, ideas, inventions, improvements, concepts, structures, documents, response rate data, list data, marketing program information, consumer information and models, mail piece design elements, direct marketing offers, terms of supply arrangements, cross-sell information, vendor relationship information, formulas, trade secrets, techniques, apparatus, know-how, business data, knowledge about the affairs of the owner, processes, products, proposed products, materials, samples, equipment, and other information of competitive value to the owner, given or communicated or provided from owner to recipient, whether communicated orally or in writing or by other means, but shall not include information which (i) is already known or becomes known to the recipient without restriction and without the fault of any person from a source other than the owner, (ii) is or becomes known to the general public without the violation of any confidentiality undertaking, or (iii) is independently developed by a party without use of or reference to the Confidential Page 1 of 3 Information of the other party. 4. No Use of Confidential Information. The recipient of Confidential Information shall use the Confidential Information solely for the purpose of evaluating and performing the Activity and will disclose Confidential Information only to its employees, and financial and legal advisors who need to know the Confidential Information in order to evaluate and perform the Activity, provided that the employees, and financial and legal advisors will be informed and directed by the recipient, or have written agreements with the recipient, to treat the Confidential Information consistent with the terms and conditions of this Agreement. 5. Protective Order. If the recipient is required by law, subpoena, regulation, or court order to disclose Confidential Information, the recipient shall promptly provide the owner of the Confidential Information with written notification prior to making any such disclosure in order to facilitate owner in seeking a protective order or other appropriate remedy from the proper authority, and will fully cooperate with the owner with respect thereto. If the owner is not successful in precluding the requesting legal body from requiring the disclosure of Confidential Information, the recipient agrees to furnish only that portion of the Confidential Information which is legally required, and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to the Confidential Information. 6. Property of Owner. All Confidential Information disclosed hereunder (including information in computer software or held in electronic storage media) shall be and remain the sole and exclusive property of the owner. 7. Neither BBB nor AAA shall make any public announcement concerning this Agreement, its terms or conditions, or the transactions contemplated hereby without the prior review and consent of the other party. 8. Nothing in this Agreement shall be construed to create any agency, partnership, or joint venture relationship between the parties. 9. Upon request by Discloser, Recipient shall return or destroy all Confidential Information disclosed by Discloser. 10. Discloser understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties, that may be similar to Discloser’s Confidential Information. Nothing in this Agreement will prohibit Recipient from developing products, or having products developed for it, that compete with Discloser’s products, provided that in doing so, Recipient does not use or disclose Discloser’s Confidential Information. 11. By the signatures below of representatives authorized to commit the parties to this Agreement, both parties agree to all of the above terms and conditions. Please execute two originals, one to be retained by BBB Co., Ltd and one by AAA Corporation. 12. BBB Co., Ltd AAA By: By: Name Name: Title: Title: Date: _________________________ Date: _______________________ 继续阅读