NDA保密协议(Multilateral 英文版)

保密协议

2013

版

NDA and Confidentiality Agreement Rev.2013

Nondisclosure and Confidentiality Agreement

THIS Agreement is effective as of the May 10th, 2013

(the “Effective Date”), between:

AAA: AAA Corporation

，

a Company duly organized, validly existing and in good standing as a

legal person under the laws of XXX with its legal address at

XXX

(hereinafter referred to as

“

AAA

”).

BBB:

BBB

Co.,

Ltd,

a

Company

duly

organized,

validly

existing

and

in

good

standing

as

a

legal

person

under

the

laws

of

XXX

and

having

its

principle

place

of

business

at

XXX

(hereinafter referred to as “

BBB

”)

.

THE

PURPOSE

of

this

agreement

is

to

assure

the

protection

and

preservation

of

the

confidential, proprietary nature of information to be disclosed or made available

between the

parties.

NOW THEREFORE, in consideration of the promises, covenants, understandings, and other

good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,

the parties hereto do hereby agree as follows:

1.

Notice and Communication.

Any

notice or

other

communication pursuant

to

this

Agreement shall be

sufficiently

made

or

given on the date of mailing if sent to such party by certified first class mail, postage prepaid,

addressed to it at its address above or as it shall designate by written notice given to the other

party.

2.

No Disclosure of Confidential Information.

Each

party

shall

protect

and

treat

as

strictly

confidential

any

“Confidential

Information”

(as

hereinafter

defined)

disclosed

or

made

available

by

the

other

party,

and

shall

not

disclose

Confidential

Information

or

any

part

thereof

to

any

person

not

a

party

to

this

Agreement,

unless the other party has provided its prior written consent.

3.

Confidential Information.

As

used

in

the

Agreement,

the

term

“Confidential

Information”

shall

mean

all

information,

ideas,

inventions,

improvements,

concepts,

structures,

documents,

response

rate

data,

list

data,

marketing

program

information,

consumer

information

and

models,

mail

piece

design

elements,

direct

marketing

offers,

terms

of

supply

arrangements,

cross-sell

information,

vendor

relationship

information,

formulas,

trade

secrets,

techniques,

apparatus,

know-how,

business

data,

knowledge

about

the

affairs

of

the

owner,

processes,

products,

proposed

products,

materials,

samples,

equipment,

and

other

information

of

competitive

value

to

the

owner,

given

or

communicated

or

provided

from

owner

to

recipient,

whether

communicated

orally or in writing or by other means, but shall not include information which

(i) is already known or becomes known to the recipient without restriction and without the fault

of any person from a source other than the owner,

(ii)

is

or

becomes

known

to

the

general

public

without

the

violation

of

any

confidentiality

undertaking, or

(iii)

is

independently

developed

by

a

party

without

use

of

or

reference

to

the

Confidential

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