tarzan英文版法律顾问手册-双方不得披露协议

2021年1月24日发(作者：nordic)
Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the
“
Agreement
”
) is made and effective [DATE].
BETWEEN:




[YOUR
COMPANY NAME] (the
“
Disclosing
Party
”
),
a
corporation organized
and
existing under the laws of the [State], with its head office located at:














[YOUR COMPLETE ADDRESS]

AND:









[RECEIVING PARTY NAME] (the
“
Receiving Party
”
), an individual with his main
address located at OR a corporation organized and existing under the laws of the [State], with its
head office located at:














[COMPLETE ADDRESS]

WHEREAS,
in
order
to
pursue
the
mutual
business
purpose
of
a
possible
transaction
between
Disclosing
Party
and
Receiving
Party
and/or
their
affiliates
(the
“
Transaction
”
),
both
Disclosing
Party
and
Receiving
Party
recognize
that
there
is
a
need
to
disclose
to
one
another
certain
information in respect of itself and/or its affiliates.
WHEREAS, all such information, delivered by or on behalf of one party and/or its affiliates (the
“
Disclosing
Party
”
)
to
the
other
party
(the
“
Receiving
Party
”
)
and/or
its
Representatives
(as
defined below), whether furnished before or after the date of this Agreement and regardless of
the
manner
in
which
it
is
furnished,
together
with
all
analyses,
compilations,
studies
or
other
documents or records prepared by the Receiving Party and/or its Representatives to the extent
such
analyses,
compilations,
studies,
documents
or
records
contain,
otherwise
reflect,
or
are
generated from such information, is referred to herein as
“Evaluation
Material
”
.
NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both
parties hereby agree as follows:
1.

NON-DISCLOSURE OF EVALUATION MATERIAL
The Evaluation Material will be used by the Receiving Party solely for the purpose of evaluating
the Transaction. Such Evaluation Material will be kept strictly confidential by the Receiving Party,
except that the Evaluation Material or any portion thereof may be disclosed to affiliates, directors,
officers,
employees,
advisors,
attorneys,
agents,
controlling
persons,
potential
bidding
partners
and
financing
sources
or
other
representatives
(each,
a
“
Representative
”
,
and
collectively,
the
“
Representatives
”
) of the Receiving Party who need to know such information for the purpose of
evaluating the Transaction and who agree to treat the Evaluation Material in accordance with the
terms of this Agreement.
The term
“
Evaluation Material
”
does not include information which:
A.

Is or becomes generally available to the public other than as a result of the breach of the
terms of this Agreement by the Receiving Party and/or any of its Representatives;
B.

Is or has been independently acquired or developed by the Receiving Party and/or any of its
Representative without violating any of the terms of this Agreement;
C.

Was within the Receiving Party and/or any of its Representatives
’
possession prior to it being
furnished
to
the
Receiving
Party
and/or
any
of
its
Representatives
by
or
on
behalf
of
the
Disclosing Party pursuant to the terms hereof; or
D.

Is received from a source other than the Disclosing Party and/or any of its Representatives;
provided
that,
in
the
case
of
(C)
and
(D)
above,
the
source
of
such
information
was
not
known by the Receiving Party to be bound by a confidentiality obligation to the
Disclosing
Party or any other party with respect to such information.
2.

DISCLOSURE UNDER COURT ORDER OR SUBPOENA
In the event that the Receiving Party or any of its Representatives receives a request to disclose
all or any part of the Evaluation Material under the terms of a subpoena or order issued by a
court of competent jurisdiction or under a civil investigative demand or similar process, (i) the
Receiving
Party
agrees
to
promptly
notify
the
Disclosing
Party
of
the
existence,
terms
and
circumstances
surrounding
such
a
request
and
(ii)
if
the
Receiving
Party
or
its
applicable
Representative
is
in
the
opinion
of
its
counsel
compelled
to
disclose
all
or
a
portion
of
the
Evaluation
Material,
the
Receiving
Party
or
its
applicable
Representative
may
disclose
that
Evaluation
Material
that
its
counsel
advises
that
it
is
compelled
to
disclose
and
will
exercise
reasonable
efforts
to
obtain
assurance
that
confidential
treatment
will
be
accorded
to
that
Evaluation Material that is being so disclosed.
3.

CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT
Unless otherwise required by law, or unless otherwise provided in a final definitive agreement
regarding
the
Transaction
when,
as
and
if
executed,
both
parties
and
their
respective
Representatives
will
not,
without
the
prior
consent
of
the
other
party,
disclose
to
any
person
(other
than
Representatives
of
the
parties
hereto
who need
to
know
such
information
for
the
purpose
of
evaluating
the
Transaction
and
who
agree
to
treat
such
information
in
accordance
with the terms of this Agreement) any of the terms or conditions of the Transaction.
4.

OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL
Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in
and to any Evaluation Material. Within [NUMBER] days after being so requested by the Disclosing
Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material
furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except
to
the
extent
a
party
is
advised
by
counsel
that
such
destruction
is
prohibited
by
law,
the
Receiving Party and its Representatives will also destroy all written material, memoranda, notes,
copies,
excerpts
and
other
writings
or
recordings
whatsoever
prepared
by
the
Receiving
Party
and/or
its
Representatives
based
upon,
containing
or
otherwise
reflecting
any
Evaluation
Material.
At
the
request
of
the
Disclosing
Party
made
at
the
time
of
its
request
for
the
destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing
Party in writing by an authorized officer of the Receiving Party supervising such destruction.
5.

DISCLAMER
The
Receiving
Party
acknowledges
and
agree
that
neither
the
Disclosing
Party
nor
any
of
its
Representatives are making any representation or warranty as to the accuracy or completeness
of any of the information furnished hereunder to the Receiving Party or any of its Representatives
and each of the Receiving Party and the Disclosing Party further acknowledges and agrees that
no party any obligation to the other party of its Representatives to authorize or pursue with the
other party the Transaction. Each of the Receiving Party and the Disclosing Party may at any time
terminate
any
discussions
or
negotiations
regarding
the
Transaction
that
may
be
taking
place,
and
only
those
terms
and
conditions
of
the
Transaction,
if
any,
which
are
made
in
a
final
definitive agreement, when, as and if executed, will have any legal effect.
6.

INJUCTIVE RELIEF
Bothe Parties agree that money damages may not be a sufficient remedy for any breach of the
terms of this Agreement by the Receiving Party or any of its Representatives, and that, in addition