保密协议英文样本-Sample Confidentiality Agreement

CONFIDENTIALITY AGREEMENT THIS AGREEMENT is made this ____ day of ______________, 2002, by and among JOHN PAUL RIZZO and HOMER SIMPSON, LLC, an LLC organized under the laws of the State of Illinois (hereinafter collectively known as "First Party") and REALLY BIG COMPANY, INC., a Corporation organized under the laws of the State of Delaware (hereinafter known as "Second Party"). First Party and Second Party shall collectively be known herein as "the Parties". WHEREAS, First Party and Second Party desire to conduct discussions concerning a potential business arrangement generally described as, but not limited to, the following: License Homer's Really Cool Idea For Making Donuts without holes; WHEREAS, First Party and Second Party, in the process of discussing the potential business arrangement, may disclose certain confidential information to each other; WHEREAS, the Parties acknowledge that their discussions might lead to some form of business relationship in the future, and WHEREAS, the Parties desire to protect the confidentiality of certain information either may disclose to the other party through this agreement; THEREFORE, in consideration of the mutual promises and other valuable consideration exchanged and intending to be legally bound, the Parties hereby agree and contract as follows: A. Definitions. The following definitions shall apply to terms used in this agreement: "Confidential Information" shall mean any information, including, but not limited to, trade secrets, business processes, manufacturing processes, business plans, inventions, techniques, data of any kind, drawings, customer lists, financial statements, sales data, proprietary business information of any sort, research or development projects or results, tests, and / or any non−public information which concerns the business, operations, ideas or plans of a party to this Agreement conveyed to the other party by any format or means including, but not limited to, written, typed, magnetic, or orally transmitted. The term "Confidential Information" does not include the following types of information: Information available to the public through no wrongful act of the receiving party;a. Information which has been published; orb. Information which has been independently developed by the receiving party.c. 1. "Recipient Party" shall mean a party to this agreement that receives Confidential Information from another party to this agreement. 2. "Disclosing Party" shall mean a party to this agreement that disclosed Confidential Information to another party to this agreement. 3. B. Required Confidentiality. For a period of 4 years after execution of this agreement, a Recipient Party shall not disclose or communicate any "Confidential Information" to any other person or entity nor use said "Confidential Information" for any purpose or reason other than exploration, negotiation and closing of the potential business arrangement between the Parties. 1 http://translation168.lingdi.net http://yunfile.com/ls/translation168/ Where the Recipient Party is an organization rather than an individual, said recipient organization may disclose Confidential Information only to its directors, managers, and employees within its organization who have been advised of the terms of this Agreement and who have a need to know such Confidential Information as part of the recipient organization's evaluation of the possible business relationship with the Disclosing Party. 1. Should the Recipient Party wish to disclose Confidential Information to outside persons such as consulting lawyers, accountants, or engineers, the Recipient Party must first obtain prior written consent from the Disclosing Party. 2. A Recipient Party shall not make copies of, nor otherwise duplicate, Confidential Information covered by this agreement without first obtaining prior written consent from the Disclosing Party. 3. C. Return of Confidential Information. Upon receipt of written notification from a Disclosing Party to so, a Recipient Party shall promptly return all Confidential Information to the Disclosing Party (including any copies of any such Confidential Information should the Disclosing Party have authorized the making of copies). D. Remedies. The Parties hereby recognize and agree that irreparable damage and harm will result to a Disclosing Party in the event of breach of this Agreement by a Recipient Party and, therefore, a Disclosing Party shall be entitled hereunder to enjoin and restrain a Recipient Party from any continuing violation of this Agreement. This equitable remedy shall be in addition to (and not supersede) any action for damages the Disclosing Party may have for breach of any part of this Agreement. Furthermore, should a Recipient Party breach this Agreement, the Disclosing Party shall be entitled to reimbursement and indemnification from the breaching Recipient Party for the Disclosing Party's reasonable attorneys fees and other legal costs that were incurred as a proximate result of the Recipient Party's breach. E. Notices. All notices to the parties called for under this Agreement shall be delivered to the contact persons indicated below at the stated address. Future change of address for a contact person listed below shall be made by giving written notice to the contact person for the other party. A certified mail return receipt from the United States Postal Service shall be considered presumptive proof of delivery under this agreement. First Party Contact Person: Homer Simpson−−Lilac Lane, Springfield, IL 23002.1. Second Party Contact Person: Tommy Ivyleague−−12 Main Street, New York, NY 10002.2. F. Exclusive Jurisdiction for Suit in Case of Breach. [Paragraph not used in this agreement.] G. Laws to Control this Agreement. The Parties hereby agree that the laws of the State of Illinois shall control apply to construction of this Agreement as well as any dispute between them that in any way relates to this Agreement. 2 http://translation168.lingdi.net http://yunfile.com/ls/translation168/ IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, the Parties affix their signatures hereto. FIRST PARTY SECOND PARTY ___________________________________ ___________________________________ John Paul Rizzo Really Big Company, Inc. By: Title: Dated: _____________ ____, 2002 Dated: _____________ ____, 2002 ___________________________________ ___________________________________ Homer Simpson, LLC By: Title: Dated: _____________ ____, 2002 ___________________________________ ___________________________________ 3 http://translation168.lingdi.net http://yunfile.com/ls/translation168/ (Note: This page is not to be attached to your Confidentiality Agreement.) INSTRUCTIONS REGARDING EXECUTION OF YOUR Letter of Intent Execution. It is recommended that the Parties execute enough originals of this agreement such that each party may retain possession of an original. A. Who should be a party. We recommend that in cases where a corporation or other entity is to be a party to this agreement that the managing individual with whom the other party is negotiating should also be made a party to the agreement. If you have any questions on this point, please seek legal counsel. B. Transmittal of Confidential Information. When transmitting confidential information covered by this agreement to the other party, we suggest you mark the documents in bold red letters across the top: "Confidential Information". This will help to limit confusion or mistake on the part of the receiving party on the issue of whether or not the disclosing party claims that the document or information in question is confidential. C. What if I decide to make changes to my form? We keep your answers to the questionnaire in our database for 60 days. You must go to the User Administration area of our site to call up your document. The URL is https://www.medlawplus.com/user/ . You will need your "user name" and "password" to re−enter the system. Once in the User Administration area, click on the text link entitled "MLP Legal Forms" which is located on the left margin of the page. Then a link to your Will should appear on the screen. Click on it and make the desired changes to your responses on the questionnaire. If you have problems calling up your old data, email us at: administrator@medlawplus.com. A prompt response is promised. NOTE: Our system emailed you are record of the "user name" and "password" you gave us when registering with the system. D. DISCLAIMER By using our online legal forms system, no attorney−client relationship is established. Helpful information is found online but you, the user, must make all decisions based on what is found online. THESE ARE "SELF−HELP" LEGAL FORMS THAT ARE SOLD ON AN "AS IS" BASIS. No warranty of any kind is given by MedLawPlus.com. If you wish personal assistance in deciding whether the document found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, we suggest you contact an attorney. 4 http://translation168.lingdi.net http://yunfile.com/ls/translation168/