2021年Mutual NonDisclosure Agreement

1、the greatest joy in life is that everyone says you cant do it, but you have done it!简单易用轻享办公（word文档/a4打印/可编辑/页眉可删）mutual non-disclosure agreement abc company having its principal office at _ (hereinafter referred to as “abc”) and _yz company having its principal office at _ (hereinafter referred to

2、as “_yz”) in consideration of the mutual covenants of this agreement, hereby agree as follows:article 1 in connection with negotiations between both parties regarding a strategic alliance (hereinafter referred to as “subject matter”), each party to this agreement may wish to disclose its proprietary

3、 information (hereinafter referred to as “information”) to the other party on a confidential basis. the disclosing party may consider such information proprietary under this agreement either because it has developed the information internally, or because it has received the information subject to a

4、continuing obligation to maintain the confidentiality of the information, or because of other reasons.article 2 when information deemed to be proprietary is furnished in a tangible form, the disclosing party shall mark the information in a manner to indicate that it is considered proprietary or conf

5、idential or otherwise subject to limited distribution as provided herein. when information is provided orally, the disclosing party shall, at the time of disclosure, clearly identify the information as being proprietary or confidential or otherwise subject to limited distribution as provided herein,

6、 and promptly thereafter provide written confirmation of the proprietary or confidential nature of such information. in addition, the e_istence and terms of this agreement, and the fact and substance of discussions and correspondence between the parties concerning the subject matter, shall be deemed

7、 proprietary information.article 3 with respect to information disclosed under this agreement, the party to whom the information is disclosed, its employees and employees of its affiliated companies shall:(1) hold the information in confidence, e_ercising a degree of care not less than the care used

8、 by disclosing party to protect its own proprietary of confidential information that it does not wish to disclose, and in any event, not less than a reasonable degree of care;(2) restrict disclosure of the information solely to those directors, officers, employees and/or agents/consultants with a ne

9、ed to know and not disclose it to any other person;(3) advise those persons to whom the information was disclosed of the obligations to keep in confidence with respect to the information; and(4) use the information only in connection with continuing correspondence and discussions by the parties conc

10、erning the subject matter, e_cept as may otherwise be mutually agreed upon in writing.article 4 if the party to whom information has been disclosed proposes to disclose that information to any unaffiliated consultant or agent, it shall obtain the prior written consent of the party from whom the info

11、rmation was originally received, and shall arrange for the e_ecution of the consultant or agent of non-disclosure agreement in a form satisfactory to the party from whom the information was originally received.article 5 the information shall be deemed the property of the disclosing party and, upon r

12、equest, the other party shall return all information received in tangible form to the disclosing party or shall destroy all such information at the disclosing partys direction. if either party loses or makes an unauthorised disclosure of the other partys information, it shall notify such other party

13、 immediately and use reasonable efforts to retrieve the lost or wrongfully disclosed information.article 6 the party to whom information is disclosed shall have no obligation to preserve the proprietary nature of any information which:(1) was previously known to such party free of any obligation to

14、keep it confidential; or(2) is or becomes generally available to the public by means other than unauthorized disclosure; or(3) is developed by or on behalf of such party independent of any information furnished under this agreement; or(4) is received from a third party whose disclosure does not viol

15、ate any confidentiality obligation; or(5) is required to be disclosed by law or by any government agency having jurisdiction pursuant to an order to produce or in the course of a legal proceeding pursuant to a lawful request for discovery provided, however, that if a party is so required to disclose

16、 the information such party shall promptly notify the other party of the order or request in discovery and cooperate with such other party in any reasonable manner requested in the event the other party elects (at its e_pense) to intervene in the proceeding in which the order was entered or the requ

17、est for discovery made for the purpose of limiting or avoiding such disclosure by any lawful means including, but not limited to in camera review and protective order.article 7 neither this agreement, nor the disclosure of information under this agreement, nor the ongoing discussions and corresponde

18、nce between the parties, shall constitute or imply a commitment or binding obligation between the parties or their respective affiliated companies, if any, regarding the subject matter. if, in the future, the parties elect to enter into binding commitments regarding the subject matter, such commitme

19、nts shall be e_plicitly stated in a separate written agreement e_ecuted by both parties, and the parties hereby affirm that they do not intend their discussions, correspondence, and other activities to be construed as forming a contract regarding the subject matter or any other transaction between t

20、hem without e_ecution of such separate written agreement.article 8 neither party is responsible or liable for other partys actions taken pursuant to this agreement, or for any business decisions made or inferences drawn by the other party in reliance on the information provided according to this agr

21、eement. neither party solicits any changes in the business practices or services of the other, and no obligations are incurred with regard to the accuracy of the observations of either party. neither party makes any warranty, e_press or implied, with respect to the information. neither party shall b

22、e liable to the other hereunder for amounts representing loss of profits, loss of business, or indirect, consequential, or punitive damages of the other party in connection with the provision or use of the information hereunder.article 9 this agreement shall be binding upon the parties hereto and th

23、eir respective successors and assignees.article 10 this agreement shall be governed by and construed in accordance with britain law and shall be subject to the jurisdiction of the english courts. in the event of a dispute arising under this agreement resulting in litigation, the loosing party shall

24、pay the court costs and reasonable attorneys fees of the prevailing party.article 11 disclosures of information under this agreement may take place for a period (the “information disclosure period”) of no more than one (1) year following the effective date set forth below. the obligations of the par

25、ties contained in paragraphs 3 and 4 shall survive and continue beyond the e_piration of the information disclosure period for a term of three (3) years.article 12 the parties acknowledge that in the event of an unauthorized disclosure, damages to the disclosing (information-owning) party as a resu lt thereof may be difficult or impossible to ascertain, and in any event inadequate to compensate such disclosing party; and therefore such disclosing party may seek injunctive relief and/or specific performance as well as