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MUTUAL NONDISCLOSURE AGREEMENT

THIS AGREEMENT is entered into as of the last date below by and between [________] and [________] with respect to certain Confidential Information (as defined below). In consideration of the mutual premises and covenants contained in this Agreement and the mutual disclosure of Confidential Information (as defined below) to each other, the parties hereto agree as follows: 1. Purpose. In connection with the ongoing discussions between the parties concerning possible transactions, each party to this Agreement may wish to disclose certain proprietary and Confidential Information (as defined below) to the other party on a confidential basis. Definitions. As used herein, with respect to any disclosed information, the term Disclosing Party means the party disclosing such information and the term Receiving Party means the party receiving such information. Except as otherwise indicated, the term Disclosing Party also includes all Affiliates (as defined below) of the Disclosing Party and, except as otherwise indicated, the term Receiving Party also includes all Affiliates (as defined below) of the Receiving Party. An Affiliate means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly are controlled by a party. Confidential Information includes, without limitation: (i) the existence of an agreement or discussions between the parties; (ii) nonpublic information that Disclosing Party designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential; (iii) nonpublic inventions, patents, patent applications, trade secrets, discoveries, know-how, source code, technology, improvements provided or developed by the Disclosing Party, ideas, samples, media, techniques, sketches, drawings, works of authorship, and software programs; (iv) each partys respective information concerning business plans, marketing strategy, research, development, financial information, customer lists, investors, employees, business and contractual relationships, sales and merchandising, and information the Disclosing Party provides about third parties; (v) any tangible materials incorporating information set out in (i) through (iv), including without limitation, written or printed documents and computer disks or tapes, whether machine or user readable. Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without the Receiving Partys breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party without restriction prior to Disclosing Partys disclosure of such information to Receiving Party as shown by Receiving Partys written records; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party without use of any Confidential Information. Non-Disclosure and Use. The Receiving Party shall refrain from disclosing, displaying, summarizing, transferring, or otherwise making available the Disclosing Partys Confidential Information except to its directors, officers, employees or consultants who have a need to know such Confidential Information (provided such persons are bound to nondisclosure agreements with regard to the Confidential Information substantially similar to the obligations contained in this Agreement). The Disclosing Partys Confidential Information may not be disclosed to or used by any other person or entity except as expressly provided in this Agreement. Neither party shall disassemble, decompile or otherwise reverse engineer any software product or code of the other party. Confidential Information shall not be reproduced in any form except as necessary to accomplish the intent of this Agreement. The Receiving Party shall take all reasonable measures to preserve the confidentiality and avoid the disclosure of the Disclosing Partys Confidential Information, including but not limited to those steps taken with respect to the Receiving Partys own confidential information of like importance, and in no event shall the Receiving Party exercise less than a reasonable standard of care. Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of the preceding sentence. No License Granted. All Confidential Information is and shall remain the sole property of the Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied right to Receiving Party to or under the Disclosing Partys patents, trademarks, copyrights, or trade secrets. The Receiving Party shall not assert any right, title, or interest in or to the Confidential Information provided by Disclosing Party hereunder. The Receiving Party may not sublicense, display, sell, market or modify the Confidential Information of Disclosing Party nor create any derivative works thereon. ____________________________________________________________________________________________ Mutual Nondisclosure Agreement

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Return or Destruction of Materials. Within five (5) business days after being so requested by the Disclosing Party, the Receiving Party will, upon instructions, either return the Disclosing Partys Confidential Information or destroy all such documents and certify to their destruction. Except to the extent advised in writing by counsel that such action is prohibited by law, the Receiving Party will also destroy all written material, memoranda, notes and other writings or recordings, including any materials based upon, containing or otherwise reflecting any of the Disclosing Partys Confidential Information. Any such Confidential Information that is not returned or destroyed, including, without limitation, any such oral Confidential Information, shall remain subject to the confidentiality obligations set forth in this Letter Agreement. Injunctive Relief. Each party agrees that, in the event of any breach of any provision hereof, the aggrieved party will not have an adequate remedy in money or damages. Each party therefore agrees that, in such event, the aggrieved party shall be entitled to seek injunctive relief against such breach in any court of competent jurisdiction, without the necessity of posting a bond even if otherwise normally required. Such injunctive relief will in no way limit the aggrieved party's right to obtain other remedies available under applicable law. No Obligation. This Agreement does not in any way bind the parties to enter into a business relationship of any nature with the other. Nothing herein or any other verbal representations made by either party shall be construed as a binding commitment to establish a business relationship. Neither party shall have any liability to the other, except for the breach of this Agreement, if the parties do not establish a business relationship that is expressed in writing and expressly stated to be legally binding. The terms of this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Partys right to independently develop or acquire products without use of the other partys Confidential Information. Disclaimer of Warranty. In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all Confidential Information is provided AS IS without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Partys use or inability to use such Confidential information. Export. The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. Assignment; Waiver and Amendment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns, except that no assignment of any rights in Confidential Information required to be protected hereunder by a party may be made by such party without the prior written consent of the party who benefits from such provision. The waiver of any provision in any instance shall not be construed as a waiver in any other instance. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and shall not be modified except by a written agreement signed by both parties. Governing Law; Venue. This Agreement shall be construed and controlled by the laws of the State of New York, and the parties further consent to exclusive jurisdiction and venue in the federal courts sitting in New York county, New York, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the state courts of New York in New York county, New York. Process may be served on either party in the manner authorized by applicable law or court rule. Term. This Agreement shall remain in force for the period of five (5) years from the last date set forth below (the Term), unless superseded by a formal agreement between the parties or terminated by either party in writing at least thirty (30) days prior to the expiration of this Term. Notwithstanding the termination of this Agreement for any reason, the provisions relating to the confidentiality of information disclosed during the Term shall survive termination of this Agreement.

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[________]
By:\s2\______________________________ Name:\n2\ Title:\t2\ Date:\d2\

[_______________________________] By:\s1\______________________________ Name:\n1\ Title:\t1\ Date:\d1\

________________________________________________________________________________________________________ Mutual Nondisclosure Agreement

________________________________________________________________________________________________________ Mutual Nondisclosure Agreement

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