Mutual NonDisclosure Agreement

1、英文合同|contract mutual;disclosure;agreement编号：ht-femgrxualmmutual non-disclosure agreementall legal explanation, the more simple, is also fair law.甲方：_乙方：_签订日期：_word文档 / a4打印 / 可编辑abc company having its principal office at _ (hereinafter referred to as “abc”) and _yz company having its principal offic

2、e at _ (hereinafter referred to 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

3、wish to disclose its proprietary 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 receiv

4、ed the information subject to a 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 i

5、s considered proprietary or confidential 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

6、distribution as provided herein, 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

7、 subject matter, shall be deemed 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

8、care not less than the care used 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

9、/or agents/consultants with a need 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

10、 discussions by the parties concerning 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

11、 of the party from whom the information 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

12、the disclosing party and, upon request, 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,

13、it shall notify such other party 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

14、party free of any obligation to 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 part

15、y whose disclosure does not violate 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

16、party is so required to disclose 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 t

17、he order was entered or the request 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 ong

18、oing discussions and correspondence 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 t

19、he subject matter, such commitments 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

20、 any other transaction between them 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 informatio

21、n provided according to this agreement. 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 in

22、formation. neither party shall be 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 bindin

23、g upon the parties hereto and their 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 liti

24、gation, the loosing party shall 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 b

25、elow. the obligations of the parties 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 m