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互相保密协议英文范本

MUTUAL NON-DISCLOSURE AGREEMENT WITH NON-CIRCUMVENTION PROVISIONS This Mutual Non-Disclosure Agreement (“Agreement”) is made as of April 7th, 2017 (“Effective Date”) by and between XXX Company, a XXX Company, with the commercial registration XXXX, and its registered address at XXX (“XXX”), and XXXXXX, a XXXcompany with its registered address at XXXX (“Company”).

Statement of Purpose

I n analysis of a possible transaction involving the development and realization of certain Real Estate transactions within the Kingdom of Bahrain (the “Projects”) which have been identified by UXB and to determine if the Parties wish to cooperate on such Projects in any capacity whatsoever. The party receiving or learning such Confidential Information is referred to herein as the “Receiving Party,”and the party disclosing such Confidential Information is referred to as the “Disclosing Party.” In consideration of furnishing the other party with Confidential Information, the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Definition of “Confidential Information”.

a.Confidential Information. For purposes of this Agreement, “Confidential Information”means all information that is not generally known, in whatever form, disclosed by a Disclosing Party to a Receiving Party or learned as a result of such disclosure, including information about a Disclosing Party’s finances, costs and pricing; and the Disclosing Party’s actual or potential employees, vendors or customers; competitive and market conditions; and any other information which is not generally known to others.

b.E xceptions. C onfidential Information does not include information that: (i) is, or later becomes generally known other than as a result of misappropriation or a breach of this Agreement; (ii) is in the possession of the Receiving Party without restriction prior to its receipt from the Disclosing Party, as evidenced by contemporaneous written records; (iii) is received by the Receiving Party from a third party lawfully holding such Confidential Information and with no restrictions on its disclosure; or (iv) was independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records. The Receiving Party shall have the burden

of proving the existence of the foregoing exceptions. Confidential Information shall not be deemed to be generally known merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now or become generally known.

2.Treatment of Confidential Information.

a.Each party agrees to keep secret and confidential the Confidential Information of the other party, and further agrees to use such information solely as is reasonably necessary for the Purpose defined above. The Receiving Party shall not otherwise use any of the other’s Confidential Information for its own or any third party's benefit, without the prior written approval of an authorized representative of the Disclosing Party.

b.Each party further agrees that it shall not disclose the other’s Confidential Information to any outside party (with the exception of the Third and Fourth Party defined elsewhere within this Agreement, provisions of which are discussed in 2(f) below) without the Disclosing Party’s express prior written consent, except that a Receiving Party may disclose the Confidential Information or portions thereof to those of its directors, shareholders, officers, employees, representatives and agents (collectively, the “Representatives”) who need to know such information for the Receiving Party to accomplish the Purpose defined above. Prior to disclosing any of the other’s Confidential Information to any Representative, the Receiving Party will inform such Representative in writing of the confidential nature of the Confidential Information and will ensure that such Representative is bound by written confidentiality and use-restriction terms substantially similar to the terms in this Agreement.

c.Each party further agrees t o protect and safeguard the other’s Confidential Information against unauthorized use, publication or disclosure with the same level of care it employs to safeguard its own Confidential Information, and in no event with less than reasonable care.

d.Each party further agrees that it shall not reverse engineer, decompile or otherwise disassemble the Disclosing Party’s Confidential Information.

e.The Receiving Party may disclose the Confidential Information of the Disclosing Party without breach of this Agreement solely to the extent such Confidential Information is required to be disclosed pursuant to any government statute, regulation or any court order, to

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