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Mutual Non-Disclosure Agreement
, ?0 o8 y/ k/ z5 `" I) y" M ABC Company having its principal office at _________ (hereinafter referred to as “ABC”) and XYZ Company having its principal office at _________ (hereinafter referred to as “XYZ”) in consideration of the mutual covenants of this Agreement, hereby agree as follows:
6 U# _ _4 E, e" u Article 1 In connection with negotiations between both parties regarding a strategic alliance (hereinafter referred to as “Subject Matter”), each party to this Agreement may wish to disclose its proprietary information (hereinafter referred to as “Information”) to the other party on a confidential basis. The disclosing party may consider such Information proprietary under this Agreement either because it has developed the Information internally, or because it has received the Information subject to a continuing obligation to maintain the confidentiality of the Information, or because of other reasons.
4 [. A- k% L! ]8 d$ p: W6 X& A3 ` Article 2 When information deemed to be proprietary is furnished in a tangible form, the disclosing party shall mark the Information in a manner to indicate that it is considered proprietary or confidential or otherwise subject to limited distribution as provided herein. When Information is provided orally, the disclosing party shall, at the time of disclosure, clearly identify the information as being proprietary or confidential or otherwise subject to limited distribution as provided herein, and promptly thereafter provide written confirmation of the proprietary or confidential nature of such information. In addition, the existence and terms of this Agreement, and the fact and substance of discussions and correspondence between the parties concerning the Subject Matter, shall be deemed Proprietary Information.
. `2 M8 G E( x* |3 j Article 3 With respect to Information disclosed under this Agreement, the party to whom the Information is disclosed, its employees and employees of its affiliated companies shall:/ H" b& ~; G. D) S% d1 M
(1) Hold the Information in confidence, exercising a degree of care not less than the care used by disclosing party to protect its own proprietary of confidential information that it does not wish to disclose, and in any event, not less than a reasonable degree of care;
Y; U1 h- ?1 u6 }8 v' H6 a: D (2) Restrict disclosure of the Information solely to those directors, officers, employees and/or agents/consultants with a need to know and not disclose it to any other person;- \2 Q# y5 @/ x& k* A) _( Z
(3) Advise those persons to whom the Information was disclosed of the obligations to keep in confidence with respect to the Information; and) i; I l% @) t" c
(4) Use the Information only in connection with continuing correspondence and discussions by the parties concerning the Subject Matter, except as may otherwise be mutually agreed upon in writing.# _( Q t5 i6 e6 k
Article 4 If the party to whom information has been disclosed proposes to disclose that Information to any unaffiliated consultant or agent, it shall obtain the prior written consent of the party from whom the Information was originally received, and shall arrange for the execution of the consultant or agent of non-disclosure agreement in a form satisfactory to the party from whom the Information was originally received.# z( i- T& d8 h5 x4 k0 _
Article 5 The Information shall be deemed the property of the disclosing party and, upon request, the other party shall return all Information received in tangible form to the disclosing party or shall destroy all such information at the disclosing party's direction. If either party loses or makes an unauthorised disclosure of the other party's Information, it shall notify such other party immediately and use reasonable efforts to retrieve the lost or wrongfully disclosed Information.) j- j, ?, a- F, x( t. ]. {
Article 6 The party to whom Information is disclosed shall have no obligation to preserve the proprietary nature of any Information which:, x; U6 v K3 n: L& w9 y/ K
(1) Was previously known to such party free of any obligation to keep it confidential; or: O7 [& W S5 x2 @' N. m* u, Q
(2) Is or becomes generally available to the public by means other than unauthorized disclosure; or% H& C C- @4 f1 @
(3) Is developed by or on behalf of such party independent of any information furnished under this Agreement; or |