The latest version was saved by David Blanco Giró on 2007-09-07 17:10:44
MUTUAL INFORMATIONAL EXCHANGE NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made between [COMPANY1/NAME] , a company incorporated in [COMPANY1/INCORPORATION/LOCATION], with its registered office at [COMPANY1/ADDRESS] and [COMPANY2/NAME] , a company incorporated in [COMPANY2/INCORPORATION/LOCATION], with its registered office at [COMPANY2/ADDRESS] (collectively referred to as the “Parties” and individually as a “Party”).
Whereasthe Parties have agreed to exchange written and verbal technical, financial, business, market, customer and related information which may be either proprietary or confidential in nature, or both.
Now, therefore,the Parties agree as follows:
“Confidential Information”means any information concerning the business, properties, affairs or finances of a Party, including, without limitation, trade secrets, customer lists, business studies and analyzes and any and all proposals, notes, memorandums, reports, lists and records, whether written, printed or in digital format or otherwise, relating to any matter within the scope of the business of the disclosing Party or concerning any of its dealings or affairswhich are clearly marked or labeled as “CONFIDENTIAL” or with a similar legend, and includes any and all intellectual property owned by the disclosing Party, including, without limitation, all technical information, technical data,inventions, products, data, algorithms, designs, methods,know-how, processes, copyrights, patents, trade secrets, software, models, patterns, drawings, specifications, prototypes, discoveries,techniques, systems, works of authorship,ideas and concepts, and any and all other types of information which are identified by the disclosing Party as confidential at the time of disclosure to the other Partywhich are clearly marked or labeled as “CONFIDENTIAL” or with a similar legend. Any proprietary or confidential disclosure that is made orally shall be promptly confirmed in writing marked as stated above by the disclosing Party if such disclosure is to be included within the Confidential Information under this Agreement.
2.Obligation of Confidentiality.
All Confidential Information acquired by a receiving Party, directly or indirectly (whether or not protected by patent, copyright, trade secret or any other form of commercial protection) is, and shall be treated by the receiving Party, as valuable, proprietary and confidential information of the disclosing Party.Each Party agrees that it shall keep all Confidential Information received from the other, strictly confidential and that it shall not disclose, directly or indirectly any Confidential Information to any third parties, or to any of its employees except employees who have a need to know such Confidential Information for purposes for which it was disclosed, and who have been advised of the confidentiality obligation contained in this Agreement and who are subject to a non-disclosure agreement with the receiving Party.The receiving Party shall not make use of any of the Confidential Information (other than for the purpose for which the Confidential Information was provided) without the disclosing Party’s prior written consent.The party receiving the Confidential Information shall not reverse engineer, decompile or disassemble any software which is Confidential Information.
Any pre-release, demonstration or other software provided as Confidential Information under this Agreement, is provided "as is" without warranty of any kind.Such software may contain bugs, errors and other problems that could cause system failures and the use of such pre-release software is entirely at the party receiving such Confidential Information risk.Such party acknowledges that none of the other party, its affiliates or suppliers shall be liable for any damage whatsoever whether direct, indirect or consequential relating to the party receiving such Confidential Information use of such software.
4.Misappropriation or misuse of Confidential Information.
Each Party will advise the other in writing of any misappropriation or misuse by any person of such Confidential Information of which it may become aware.
5.Identification of Confidential Information to Third Party.
If the Party providing Confidential Information authorizes disclosure to a third party, all such information disclosed in a tangible form shall be clearly marked and noted as being the proprietary and confidential information of the providing Party and if in a non-tangible form, shall be identified to the other Party at the time of disclosure as Confidential Information.
6.Ownership of Confidential Information.
All right, title and interest in and to the Confidential Information is and shall remain with the disclosing Party.Neither Party shall acquire any right or license in or to any Confidential Information of the other pursuant to this Agreement.
7.Exceptions to Confidentiality Provisions.
Each Party agrees that they shall have no obligations under this Agreement with respect to any Confidential Information of the disclosing Party which:
- (i) is already known to the receiving Party other than by reason of having been previously disclosed in confidence;
- (ii) is or becomes publicly available through no wrongful act of the other Party;
- (iii) is received by the other Party from a third party without restriction; or
- (iv) is required to be disclosed by a court or other governmental authority, provided, however, that the Party so ordered will give prompt notice to the other of any such order, or of any legal or governmental proceeding that might result in such an order, and will not disclose any Confidential Information until the Party has been provided with a reasonable opportunity to limit or prevent such disclosure.
8.Return or Destruction of Confidential Information.
Each of the Parties agrees that, upon request, all documents, disks, and any other materials, (including all copies) containing Confidential Information which may have been provided to it under this Agreement, will be (i) returned to the disclosing Party or (ii) destroyed by the receiving Party who shall, at the request of the disclosing Party, provide written confirmation of such destruction.
The parties do not intend that any agency or partnership relationship be created between them as a result of entering into this agreement.
10.Remedies for Breach.
Any unauthorized disclosure and use of Confidential Information by a receiving Party will cause irreparable harm to the disclosing Party for which damages may not be an adequate remedy.In the event of a breach of this Agreement, a disclosing Party shall, in addition to any other rights or remedies it may have in law or equity under this Agreement or otherwise, be entitled to obtain an injunction preventing the breaching Party from further use of the Confidential Information.
This Agreement shall become effective on the date hereof and will remain in full force and effect for a period of three (3) years from the date of this Agreement or three (3) years from the date of termination of any relationship between the Parties, whichever is later.
This Agreement shall become binding upon and inure to the benefit of each of the Parties hereto and their respective successors and assigns.
13.Governing Law, Jurisdiction, Venue.
All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally settled under the Rules of Arbitration of the International Chamber of Commerce, London, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat of arbitration shall be London, England. The procedural law of this place shall apply where the Rules are silent. The language to be used in the arbitration proceeding shall be English.The governing law of the Agreement shall be the substantive law of England and Wales.
IN WITNESS THEREOF, the parties have caused this agreement to be duly executed on the dates set forth below:
By: [COMPANY1/REPRESENTATIVE/NAME]Title: [COMPANY1/REPRESENTATIVE/TITLE]
I have authority to bind the Corporation.
By: [COMPANY2/REPRESENTATIVE/NAME]Title: [COMPANY1/REPRESENTATIVE/TITLE]
I have authority to bind the Corporation.