鳳凰小城
創業天地
正文
不少人在與合作方談判前都忽視了簽NDA（non disclosure agreement)導致自己的技術與想法被剽竊，所以建議大家在與合作方接觸前都先簽一個，防小人啊。我把我們公司的樣板給大家參考一下。
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into this 3rd day of March, 2003, by and between XXXXXXX Group, an Arizona corporation and (¬¬COMPANY NAME)., a ( ), hereinafter referred to as “the Parties”. If a corporation, a party’s directors, officers and employees, and the directors, officers and employees of such party’s subsidiaries which are (of record or beneficially) wholly-owned, shall be referred to herein collectively as such party’s “Affiliates”. A party’s attorneys and accountants, and any other subcontractor or advisor of or to such party who has entered into with such party a mutual non-disclosure agreement containing terms substantially similar to this agreement, shall be referred to herein collectively as such party’s “Advisors”.
Whereas, the parties desire to engage in discussions relating to one or more proposed business transactions (collectively, the “Proposed Transaction”), and in connection therewith, desire to disclose to each other certain proprietary and confidential information;
Now, therefore, in consideration of receipt of such information and the mutual promises made herein, the parties agree as follows:
SECTION 1. CONFIDENTIAL INFORMATION
As used herein, “Confidential Information” shall mean any and all information (including, without limitation any idea, finding, data, specification, process, technique, algorithm, architecture, know-how, invention, design, plan, drawing, sketch, product schematic, document, manual, report, study, photograph, sample, program, source code, prototype, customer list, price list, product deion, business plan, marketing plan, financial information, or work in process) relating to the business, technology, trade secrets or products of a party hereto, whether such information is in oral, written, graphic or electronic form, which is disclosed or becomes known to the
receiving party as a consequence of its relationship or access to the disclosing party and includes, without limitation, all memoranda, notes, reports and documents containing or analyzing the Confidential Information, all copies and extracts of the Confidential Information, and all computer-generated studies and data prepared by or for the benefit of the parties hereto and their Affiliates, Advisors and other representatives in connection with the evaluation of the Proposed Transaction.
SECTION 2. NON-DISCLOSURE OBLIGATIONS
Each party receiving Confidential Information shall treat such information as strictly confidential, and shall use the same care to prevent the disclosure of such information as such party uses with respect to its own confidential and proprietary information (which shall be no less than the care a reasonable person would use under similar circumstances). In any event, each party receiving Confidential Information shall:
(A) disclose such Confidential Information to only those Affiliates and Advisors of or to such party (1) whose duties justify their need to know such information and (2) who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information;
(B) disclose the fact that it has received such Confidential Information to only those Affiliates and Advisors of or to such party (1) whose duties justify their need to know such fact and (2) who have been clearly informed of their obligation to maintain the confidential status of such fact; and
(C) use such Confidential Information only for the purpose of reviewing, analyzing and discussing with the disclosing party the Proposed Transaction.
In addition, each party agrees that, without the prior written consent of the other, neither party shall disclose to any person that it has received, or is in discussions with the other regarding the Proposed Transaction, or the existence of any transactions described in the Proposed Transaction, unless such disclosure is required under law and then only with as much prior written notice to the other party as is practical under the circumstances.
Each party receiving Confidential Information shall, immediately upon the request of the disclosing party, (i) return to the disclosing party all Confidential Information received from the disclosing party, including all copies thereof made by the receiving party or any of its Affiliates or Advisors, (ii) destroy all materials incorporating or based on such Confidential Information which were prepared by the receiving party or any of its Affiliates or Advisors, and (iii) certify to the disclosing party in writing that it has complied with the with the provisions of this Section 2.
SECTION 3. EXCEPTIONS TO NON-DISCLOSURE OBLIGATIONS
The obligations set forth in Section 2 above shall not apply to any Confidential Information:
(A) which the disclosing party expressly agrees in writing is free of any non-disclosure obligations;
(B) which, at the time of disclosure to the receiving party, was known to the receiving party or any of its Affiliates (as evidenced by documentation in the possession of the receiving party or its Affiliate) free of any non-disclosure obligations;
(C) which the receiving party can demonstrate was independently developed by the receiving party or any of its Affiliates (as evidenced by documentation in the possession of the receiving party or its Affiliate); or which is lawfully received by the receiving party or any of its Affiliates, free of any non-disclosure obligations, from a third party not known by the receiving party or its Affiliate to be under any confidentiality restriction or obligation;
(D) which is or becomes generally available to the public without any breach of this Agreement or unauthorized disclosure of such Confidential Information by the receiving party or any of its Affiliates or Advisors; or
(E) which must be disclosed pursuant to applicable federal, state or local law, regulation, court order or other legal process, provided the receiving party has notified the disclosing party prior to such required disclosure and, to the extent reasonably possible, has given the disclosing party an opportunity to contest such required disclosure at the disclosing party’s expense.
(F) at the time of disclosure is in the public domain or thereafter becomes part of the public domain without any act or omission of the party to whom such Confidential Information was disclosed pursuant hereto.
SECTION 4. TERM
This Agreement shall become effective as of the Effective Date and shall remain in effect until terminated by either party giving thirty (30) days prior written notice of termination to the other party. Upon any termination of this Agreement for any reason, each party’s obligations hereunder with respect to Confidential Information received prior to such termination shall continue for a period of the three (3) years after the date of such termination.
SECTION 5. GENERAL
A. NO COMMITMENT. Neither party has any obligation to disclose any Confidential Information to the other party. In addition, neither this Agreement, nor the disclosure or receipt of Confidential Information hereunder, shall constitute or imply any promise or intention by either party to enter into the Proposed Transaction or to continue discussions relating hereto.
B. NO LICENSE GRANTED. All Confidential Information shall remain the property of the disclosing party, and nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information.
C. NO REPRESENTATIONS. No party shall be deemed to make any representation, warranty, assurance or guarantee with respect to any Confidential Information disclosed hereunder, including without limitation any representation or warranty of merchantability, fitness for any particular purpose, or non-infringement of intellectual property or other rights of third parties.
D. GOVERNING LAW AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Arizona as those laws are applied to contracts entered into and to be performed entirely in Arizona by Arizona residents. Nothing herein shall prevent either party from seeking injunctive relief pursuant to Section 5(H) from any federal or state court, regardless of location.
E. SEVERABILITY. If any provision of this Agreement is determined to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.
F. MODIFICATIONS. Any modification, amendment, supplement, or other change to the Agreement must be in writing and signed by both parties. As used herein, the term “Agreement” shall include any future amendments or supplements hereto.
G. WAIVERS. All waivers must be in writing. The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any other provision or right herein.
H. EQUITABLE REMEDIES. The parties agree that any breach of this Agreement, including without limitation any actual or threatened disclosure of Confidential Information without the express prior written consent of the disclosing party, may cause irreparable injury to the disclosing party for which no adequate remedy at law exists; therefore, the parties agree that in addition to all other remedies available to the parties, equitable remedies, including without limitation injunctive relief and specific performance, are appropriate remedies to redress any breach or threatened breach of this Agreement by the receiving party, any of its Advisors or Affiliates, or any other persons directly or indirectly acting for or on behalf of or with the receiving party.
I. RIGHTS AND REMEDIES. All rights and remedies hereunder shall be cumulative, may be exercised singularly or concurrently, and shall not be deemed exclusive. If any legal action is brought to enforce any obligations hereunder, the prevailing party shall be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive. The Agreement is not intended to provide any rights or remedies to any person or entity other than the parties and their respective successors and assigns.
J. CONSTRUCTION. The headings and subheadings contained herein shall not be considered a part of this Agreement. This Agreement may be executed in several counterparts, all of which shall constitute one agreement. This Agreement shall bind, and inure to the benefit of, each party and its successors and assigns.
K. NOTICES. Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, sent by electronic facsimile (fax), or mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed as set forth after the signatures below or to such other address as shall be given in accordance with this Section 5(K). If notice is given in person, by courier or by fax, it shall be effective upon receipt; and if notice is given by mail, it shall be effective three (3) business days after deposit in the mail.
L. RELATIONSHIP BETWEEN PARTIES. Nothing contained in this Agreement shall be construed to constitute either party hereto as the partner, employee, agent or other representative of the other party hereto.
M. EXPORT CONTROL LAWS. Each party shall comply with all provisions of the export control law of the United States and other relevant countries as such laws currently exist and as they may be amended from time to time, with respect to any export of Confidential Information.
N. ENTIRE AGREEMENT. This Agreement is the final, complete and exclusive Agreement between the parties relating to the Confidential Information, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications relating to such subject matter.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed and delivered this Agreement as of the date first written above.
AGREED TO: AGREED TO:
Company name Company Name
By: _______________________ By: ____________________
Name: Name:
Title: Title:
Address: Address:
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into this 3rd day of March, 2003, by and between XXXXXXX Group, an Arizona corporation and (¬¬COMPANY NAME)., a ( ), hereinafter referred to as “the Parties”. If a corporation, a party’s directors, officers and employees, and the directors, officers and employees of such party’s subsidiaries which are (of record or beneficially) wholly-owned, shall be referred to herein collectively as such party’s “Affiliates”. A party’s attorneys and accountants, and any other subcontractor or advisor of or to such party who has entered into with such party a mutual non-disclosure agreement containing terms substantially similar to this agreement, shall be referred to herein collectively as such party’s “Advisors”.
Whereas, the parties desire to engage in discussions relating to one or more proposed business transactions (collectively, the “Proposed Transaction”), and in connection therewith, desire to disclose to each other certain proprietary and confidential information;
Now, therefore, in consideration of receipt of such information and the mutual promises made herein, the parties agree as follows:
SECTION 1. CONFIDENTIAL INFORMATION
As used herein, “Confidential Information” shall mean any and all information (including, without limitation any idea, finding, data, specification, process, technique, algorithm, architecture, know-how, invention, design, plan, drawing, sketch, product schematic, document, manual, report, study, photograph, sample, program, source code, prototype, customer list, price list, product deion, business plan, marketing plan, financial information, or work in process) relating to the business, technology, trade secrets or products of a party hereto, whether such information is in oral, written, graphic or electronic form, which is disclosed or becomes known to the
receiving party as a consequence of its relationship or access to the disclosing party and includes, without limitation, all memoranda, notes, reports and documents containing or analyzing the Confidential Information, all copies and extracts of the Confidential Information, and all computer-generated studies and data prepared by or for the benefit of the parties hereto and their Affiliates, Advisors and other representatives in connection with the evaluation of the Proposed Transaction.
SECTION 2. NON-DISCLOSURE OBLIGATIONS
Each party receiving Confidential Information shall treat such information as strictly confidential, and shall use the same care to prevent the disclosure of such information as such party uses with respect to its own confidential and proprietary information (which shall be no less than the care a reasonable person would use under similar circumstances). In any event, each party receiving Confidential Information shall:
(A) disclose such Confidential Information to only those Affiliates and Advisors of or to such party (1) whose duties justify their need to know such information and (2) who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information;
(B) disclose the fact that it has received such Confidential Information to only those Affiliates and Advisors of or to such party (1) whose duties justify their need to know such fact and (2) who have been clearly informed of their obligation to maintain the confidential status of such fact; and
(C) use such Confidential Information only for the purpose of reviewing, analyzing and discussing with the disclosing party the Proposed Transaction.
In addition, each party agrees that, without the prior written consent of the other, neither party shall disclose to any person that it has received, or is in discussions with the other regarding the Proposed Transaction, or the existence of any transactions described in the Proposed Transaction, unless such disclosure is required under law and then only with as much prior written notice to the other party as is practical under the circumstances.
Each party receiving Confidential Information shall, immediately upon the request of the disclosing party, (i) return to the disclosing party all Confidential Information received from the disclosing party, including all copies thereof made by the receiving party or any of its Affiliates or Advisors, (ii) destroy all materials incorporating or based on such Confidential Information which were prepared by the receiving party or any of its Affiliates or Advisors, and (iii) certify to the disclosing party in writing that it has complied with the with the provisions of this Section 2.
SECTION 3. EXCEPTIONS TO NON-DISCLOSURE OBLIGATIONS
The obligations set forth in Section 2 above shall not apply to any Confidential Information:
(A) which the disclosing party expressly agrees in writing is free of any non-disclosure obligations;
(B) which, at the time of disclosure to the receiving party, was known to the receiving party or any of its Affiliates (as evidenced by documentation in the possession of the receiving party or its Affiliate) free of any non-disclosure obligations;
(C) which the receiving party can demonstrate was independently developed by the receiving party or any of its Affiliates (as evidenced by documentation in the possession of the receiving party or its Affiliate); or which is lawfully received by the receiving party or any of its Affiliates, free of any non-disclosure obligations, from a third party not known by the receiving party or its Affiliate to be under any confidentiality restriction or obligation;
(D) which is or becomes generally available to the public without any breach of this Agreement or unauthorized disclosure of such Confidential Information by the receiving party or any of its Affiliates or Advisors; or
(E) which must be disclosed pursuant to applicable federal, state or local law, regulation, court order or other legal process, provided the receiving party has notified the disclosing party prior to such required disclosure and, to the extent reasonably possible, has given the disclosing party an opportunity to contest such required disclosure at the disclosing party’s expense.
(F) at the time of disclosure is in the public domain or thereafter becomes part of the public domain without any act or omission of the party to whom such Confidential Information was disclosed pursuant hereto.
SECTION 4. TERM
This Agreement shall become effective as of the Effective Date and shall remain in effect until terminated by either party giving thirty (30) days prior written notice of termination to the other party. Upon any termination of this Agreement for any reason, each party’s obligations hereunder with respect to Confidential Information received prior to such termination shall continue for a period of the three (3) years after the date of such termination.
SECTION 5. GENERAL
A. NO COMMITMENT. Neither party has any obligation to disclose any Confidential Information to the other party. In addition, neither this Agreement, nor the disclosure or receipt of Confidential Information hereunder, shall constitute or imply any promise or intention by either party to enter into the Proposed Transaction or to continue discussions relating hereto.
B. NO LICENSE GRANTED. All Confidential Information shall remain the property of the disclosing party, and nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information.
C. NO REPRESENTATIONS. No party shall be deemed to make any representation, warranty, assurance or guarantee with respect to any Confidential Information disclosed hereunder, including without limitation any representation or warranty of merchantability, fitness for any particular purpose, or non-infringement of intellectual property or other rights of third parties.
D. GOVERNING LAW AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Arizona as those laws are applied to contracts entered into and to be performed entirely in Arizona by Arizona residents. Nothing herein shall prevent either party from seeking injunctive relief pursuant to Section 5(H) from any federal or state court, regardless of location.
E. SEVERABILITY. If any provision of this Agreement is determined to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.
F. MODIFICATIONS. Any modification, amendment, supplement, or other change to the Agreement must be in writing and signed by both parties. As used herein, the term “Agreement” shall include any future amendments or supplements hereto.
G. WAIVERS. All waivers must be in writing. The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any other provision or right herein.
H. EQUITABLE REMEDIES. The parties agree that any breach of this Agreement, including without limitation any actual or threatened disclosure of Confidential Information without the express prior written consent of the disclosing party, may cause irreparable injury to the disclosing party for which no adequate remedy at law exists; therefore, the parties agree that in addition to all other remedies available to the parties, equitable remedies, including without limitation injunctive relief and specific performance, are appropriate remedies to redress any breach or threatened breach of this Agreement by the receiving party, any of its Advisors or Affiliates, or any other persons directly or indirectly acting for or on behalf of or with the receiving party.
I. RIGHTS AND REMEDIES. All rights and remedies hereunder shall be cumulative, may be exercised singularly or concurrently, and shall not be deemed exclusive. If any legal action is brought to enforce any obligations hereunder, the prevailing party shall be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive. The Agreement is not intended to provide any rights or remedies to any person or entity other than the parties and their respective successors and assigns.
J. CONSTRUCTION. The headings and subheadings contained herein shall not be considered a part of this Agreement. This Agreement may be executed in several counterparts, all of which shall constitute one agreement. This Agreement shall bind, and inure to the benefit of, each party and its successors and assigns.
K. NOTICES. Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, sent by electronic facsimile (fax), or mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed as set forth after the signatures below or to such other address as shall be given in accordance with this Section 5(K). If notice is given in person, by courier or by fax, it shall be effective upon receipt; and if notice is given by mail, it shall be effective three (3) business days after deposit in the mail.
L. RELATIONSHIP BETWEEN PARTIES. Nothing contained in this Agreement shall be construed to constitute either party hereto as the partner, employee, agent or other representative of the other party hereto.
M. EXPORT CONTROL LAWS. Each party shall comply with all provisions of the export control law of the United States and other relevant countries as such laws currently exist and as they may be amended from time to time, with respect to any export of Confidential Information.
N. ENTIRE AGREEMENT. This Agreement is the final, complete and exclusive Agreement between the parties relating to the Confidential Information, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications relating to such subject matter.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed and delivered this Agreement as of the date first written above.
AGREED TO: AGREED TO:
Company name Company Name
By: _______________________ By: ____________________
Name: Name:
Title: Title:
Address: Address:
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sumingming
2009-02-20 11:23:40
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Amazing, 鳳凰小城, you know almost everything!
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