客户与工厂之间双向签订保密协议Mutual NDA
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Confidential Disclosure Agreement
THIS AGREEMENT is dated and made
BETWEEN
(1) Just Global Card Co., Limited whose registered office or principal place of business is at Dongguan City, Guangdong Provice, China.
and
(2) , a company whose registered office is at (the “Other Party”).
WHEREAS
(A) The Company is a manufacturer of PVC inlays, PVC card products and is the owner of
confidential information and intellectual property rights relating thereto.
(B) The Other Party is and
is looking to use the Company’s PVC inlay into their products.
(C) The parties are willing to disclose confidential information to each other solely for the purpose of
evaluation in connection with development of products (the “Discussion Matters”).
In consideration of their mutual promised herein, the parties agree as follow:
1. This Agreement will apply to all information disclosed by the Company or the Other Party to
the other in the course of their discussions concerning the Discussion Matters, whether such disclosure occurred prior to the date of this Agreement or occurs on or after the date of this Agreement (hereinafter referred to as “Confidential Information”). Confidential Information
will not, however, include information that (a) was already known to receiving party at the
time it was disclosed through no wrongful act of the receiving party, (b) has become publicly known through no wrongful act of the receiving party, (c) has been rightfully received from a third party without restriction on the disclosure and without breach of an obligation of
confidentiality to the disclosing party, (d) has been independently developed by the receiving party without breach of this Agreement, (e) has been approved for release by written
authorization of the disclosing party or (f) is regularly furnished by the disclosing party to
third parties without similar restrictions on disclosure by one to the other of Confidential Information, at the time as to disclosure of written Confidential Information that is not
otherwise so marked, and within ten (10) days after oral disclosure.
2. The Company an d the Other Party mutually agree to hold each other’s Confidential
Information in strict confidence and not to disclose such Confidential Information to any third party except as permitted herein. The Company and the Other Party may disclose each other’s C onfidential Information to their respective responsible employees, but only to the extent necessary to evaluate and conduct the business for which the Confidential
Information was disclosed. The Company and the Other Party agree to instruct all such employees not to disclose such Confidential Information to third parties without the prior written permission of the party disclosing such Confidential Information.
3. The Company and the Other Party agree not to use the Confidential Information for any
purpose other than to evaluate and conduct the business of the Discussion Matters and specifically agree not to use the Confidential Information for any competitive purpose or in any manner that damages the party disclosing the Confidential Information.
4. The Company and the Other Party acknowledge that all Confidential Information of the
disclosing party will be owned by the disclosing party and that the unauthorized disclosure or use of such Confidential Information could cause irreparable harm and significant injury that may be difficult to ascertain. Accordingly, the Company and the Other Party agree that the disclosing party will have the right to seek an immediate injunction enjoining any breach of the Agreement.
5. Upon the written request of either party, the receiving party will return to the disclosing party
all items containing Confidential Information and all copies thereof.
6. Nothing contained in this Agreement will be construed as granting to any third party,
including the receiving party here under, any rights by license or otherwise, to any
Confidential Information disclosed pursuant to this Agreement.
7. This Agreement contains the entire agreement of the parties hereto with respect to the
subject matter hereof superseding in their entirety all prior agreements or understandings between the parties with respect to such subject matter, may be amended only by a writing signed by both parties, will be binding upon and inure to the benefit of, as applicable, the respective successors, assigns, heirs, administrators and executors of the parties, and will