fringe英文版法律顾问手册保密协议

2021年1月24日发(作者：信息名址)
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CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (
“
Agreement
”
) is made and effective the [DATE].

BETWEEN:[COMPANY
NAME]
(the
“
Owner
”
),
a
corporation
organized
and
existing
under the laws of the [Province] of [State], with its head office located at:
[COMPLETE ADDRESS]

AND:[RECIPIENT NAME](the
“
Recipient
”
), an individual with his main address located at
or a corporation organized and existing under the laws of the [Province] of [State], with its
head office located at:
[COMPLETE ADDRESS]

In
consideration
of
the
terms
and
covenants
of
this
agreement,
and
other
valuable
consideration, the parties agree as follows:
WHEREAS,
Recipient
has
requested
information
from
Owner
in
connection
with
consideration of a possible transaction or relationship between Recipient and Owner.
WHEREAS,
in
the
course
of
consideration
of
the
possible
transaction
or
relationship.
Owner may disclose to Recipient confidential, important, and/or proprietary trade secret
information concerning Owner and its activities.
THEREFORE, the parties agree to enter into a confidential relationship with respect to the
disclosure by Owner to Recipient of certain information.
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1.

CONFIDENTIAL INFORMATION
Owner proposes to disclose certain of its confidential and proprietary information (the
“
Confidential Information
”
) to Recipient. Confidential Information shall include all data,
materials, products, technology, computer programs, specification, manuals, business
plans,
software,
marketing
plans,
financial
information,
and
other
information
disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner.
Confidential Information disclosed orally shall be identified as such within five (5) days
of disclosure. Nothing herein shall require Owner to disclose any of its information.
For
purposes
of
this
Agreement,
the
term
“
Recipient
”

shall
include
Recipient,
the
company he or she represents, and all affiliates, subsidiaries, and related companies
of Recipient. For purposes of this Agreement, the term
“
Representative
”
shall include
Recipient
’
s
directors,
officers,
employees,
agents,
and
financial,
legal,
and
other
advisors.
2.

EXCLUSIONS
Confidential Information does not include information that Recipient can demonstrate:
(a) was in Recipient
’
s possession prior to its being furnished to Recipient under the
terms of this Agreement, provided the source of that information was not known by
Recipient to be bound by a confidentiality agreement with or other continual, legal or
fiduciary
obligation
of
confidentiality
to
Owner;
(b)
is
now,
or
hereafter
becomes,
through no act or failure to act on the part of Recipient, generally known to the public;
(c)
is
rightfully
obtained
by
Recipient
from
a
third
party,
without
breach
of
any
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obligation to any obligation to Owner; or (d) is independently developed by Recipient
without use of or reference to the Confidential Information.
3.

RECIPIENT
’
S OBLIGATIONS
a.

Recipient agrees that the Confidential Information is to be considered confidential
and proprietary to Owner and Recipient shall hold the same is confidence, shall
not use the Confidential Information other that for the purposes of its business with
Owner,
and
shall
disclose
it
only
to
its
officers,
directors,
or
employees
with
a
specific need to know. Recipient will not disclose, publish or otherwise reveal any
of the Confidential Information received from Owner to any other party whatsoever
except with the specific prior written authorization of Owner.
b.

Confidential
Information
furnished
in
tangible
from
shall
not
be
duplicated
by
Recipient
except
for
purposes
of
this
Agreement.
Upon
the
request
of
Owner,
Recipient
shall
return
all Confidential
Information
received
in
written
or
tangible
form,
including
copies,
or
reproductions
or
other
media
containing
such
Confidential
Information,
within
[Number]
days
of
such
request.
At
Recipient
’
s
option,
any
documents
or
other
media
developed
by
the
Recipient
containing
Confidential Information may be destroyed by Recipient. Recipient shall provide a
written certificate to Owner regarding destruction within [Number] days thereafter.
4.

TERM
The obligations of Recipient herein shall be effective [Non- disclosure period] from the
date Owner last discloses any Confidential Information to Recipient pursuant to this
Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy,
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receivership, assignment, attachment or seizure procedures, whether initiated by or
against
Recipient,
nor
by
the
rejection
of
any
agreement
between
Owner
and
Recipient,
by
a
trustee
of
Recipient
in
bankruptcy,
or
by
the
Recipient
as
a
debtor-in- possession or the equivalent of any of the foregoing under local law.
5.

CONFIDENTIALITY
Recipient
and
its
Representatives
shall
not
disclose
any
of
the
Confidential
Information in any manner whatsoever, except as provided in Articles 6 and 7 of this
Agreement,
and
shall
hold
and
maintain
the
confidential
Information
in
strictest
confidence. Recipient hereby agrees to indemnify Owner against any and all losses,
damages, claims, expenses, and attorneys
’
fees incurred or suffered by Owner as a
result of a breach of this Agreement by Recipient or its Representatives.
6.

PERMITTED DISCLOSURES
Recipient
may
disclose
Owner
’
s
Confidential
Information
to
Recipient
’
s
responsible
Representatives with a bona fide need to know such confidential Information, but only
to the extent necessary to evaluate or carry out a proposed transaction or relationship
with Owner and only if such employees are advised of the confidential nature of such
Confidential Information and the terms of this Agreement and are bound by a written
agreement or by a legally enforceable code of professional responsibility to protect the
confidentiality of such Confidential Information.
7.

REQUIRED DISCLOSURES
Recipient may disclose Owner
’
s Confidential Information if and to the extent that such
disclosure
is
required
by
court
order,
provided
that
Recipient
provides
Owner
a
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reasonable opportunity to review the disclosure before it is made and to interpose its
own objection to the disclosure.
8.

USE
Recipient and its Representatives shall use the Confidential Information solely for the
purpose of evaluating a possible transaction or relationship with Owner and shall not
in any way use the confidential information to the detriment of Owner.
9.

NO LICENSE
Nothing contained herein shall be construed as granting or conferring any rights by
license or otherwise in any Confidential Information. It is understood and agreed that
neither party solicits any
changes
in the
organization,
business
practice, service
or
products of the other party, and that the disclosure of Confidential Information shall
not
be
construed
as
evidencing
any
intent
by
a
party
to
purchase
any
products
or
services of the other party nor as an encouragement to expend funds in development
or
research
efforts.
Confidential
Information
may
pertain
to
prospective
or
unannounced products. Recipient agrees not to use any Confidential Information as a
basis
upon
which
to
develop
or
have
a
third
party
develop
a
competing
or
similar
product.
10.

OTHER INFORMATION
Recipient shall have no obligation under this Agreement with respect to Confidential
Information which is or becomes publicly available without breach of this Agreement
by Recipient is rightfully received by Recipient without obligations of confidentiality;
or is developed by Recipient without breach of this Agreement; provided, however,
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