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WHEREAS for the mutual benefit of all parties, each of these three parties wishes to disclose and receive from time to time certain marketing and technical information and ideas relating to the development of armoring solutions;NOW THEREFORE, in consideration for value received and/or mutual covenants and promises, all parties agree as follows:
1. Proprietary Information. “Proprietary Information” as used herein means information, including, without limitation, designs, drawings, specifications, ideas and prototypes which:
a) are disclosed by any party to either or both of the other two parties; and
b) is disclosed either (i) in a writing bearing a label or stamp identifying the information as secret, confidential, classified or proprietary, or (ii) orally with a verbal designation of such information as secret, confidential, classified or proprietary prior to or at the time of the oral disclosure and a subsequent reduction of such information to writing and sent to the receiving party within thirty (30) days of the oral disclosure with a notice in such writing that all, or a portion of, such information is secret, confidential, classified or proprietary.
2. Use and Obligation of Confidence. In consideration of receiving any Proprietary Information, which the disclosing party in its sole discretion elects to disclose, the receiving party shall:
a) use the Proprietary Information of the disclosing party only for making technical and economic evaluations or providing the service contemplated hereby, or as the disclosing party shall otherwise in writing permit, and for no other purpose; in particular, and without limitation, the receiving party shall not, without the written consent of the disclosing party, use any Proprietary Information to design, make or sell products; and
b) hold the Proprietary Information in strict confidence and disclose it only on a need-to-know basis to its own employees or employees of its affiliates who perform, review, or act on the evaluations described in Section 2(a), unless otherwise agreed in writing by the other party.
Except as otherwise provided in this paragraph 2 and paragraph 3 below, the party receiving Proprietary Information shall not divulge any part of such information, directly or indirectly, to any person or entity for any purpose whatsoever, and shall not make use of such information for a period of five years from the date of disclosure of such information without the prior written consent of the providing party. The obligations of each party (and employees to whom Proprietary Information has been disclosed as herein permitted) under Section 2 will survive the termination of this Agreement.
3. Exceptions. Notwithstanding Sections 1 and 2, this Agreement shall impose no obligations upon any party with respect to any Proprietary Information which: (a) is now or subsequently becomes known or available by publication, commercial use or otherwise without breach of this Agreement; (b) is known to the receiving party at the time of receipt, provided that such prior knowledge can be substantiated by the receiving party’s records; (c) is subsequently rightfully furnished to the receiving party by a third person without a restriction of disclosure; or (d) is independently developed by employees of the receiving party who have not had access to the disclosing party’s Proprietary Information; or which the receiving party is required by law to disclose.
4. No License. Neither the execution of this Agreement nor the furnishing of any Proprietary Information hereunder shall be construed as granting, either expressly or by implication, estoppel or otherwise, any license under or title to any invention or patent now or hereafter owned or controlled by any party.
5. No Commitment to Further Agreements; No Claims. This Agreement is not, and shall not be construed to be, an obligation to enter into any other agreement or contract or to result in any claim whatsoever by either party against the other party for reimbursement of cost for any effort expended.
6. Working With Others. This Agreement will not preclude any party from working with others in any connection, provided that the obligations of Section 2 are respected.
7. Return of Proprietary Information. Upon request by the disclosing party or upon termination or expiration of this agreement, whichever shall occur first, the receiving party shall promptly return to the disclosing party any and all documents and tangible information of any sort containing Proprietary Information received from the providing party and shall not retain such information in any form.
8. Term. This Agreement shall be effective on the date written below upon execution by all parties. Except for the rights and obligations of Section 2 above with respect to Proprietary Information disclosed prior to expiration, this Agreement shall expire five (5) years after the date written below, unless extended by mutual agreement of all parties or earlier terminated upon written notice by one party to the other. Early termination upon written notice shall be effective thirty (30) days after mailing such notice.
9. No Assignment. No party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other party, except to a successor in ownership of substantially all of the assets of a party, which successor in ownership shall expressly assume in writing the performance of the terms and conditions of this Agreement.
10. Relationship of the Parties. This relationship of the parties shall be that of independent contractors and nothing contained herein shall be deemed to create any relationship of agency, joint venture or partnership. No party hereto shall have any power to commit, contract for or otherwise obligate the other parties.
11. Injunctive Relief. In the event that a breach of this Agreement by any party occurs or is threatened, the other party shall be entitled to injunctive relief restraining the act or threatened act which constitutes or would constitute a breach hereunder. In addition, the aggrieved party shall be entitled to receive damages or other available relief for any such breach.
12. Entire Agreement; Choice of Law. This Agreement is the entire agreement between the parties hereto and supersedes all other agreements and understandings relating to the subject matter hereof. This Agreement (a) may be amended only by a written amendment duly executed by the parties and (b) will be governed by and construed in accordance with the laws of the State of Maryland.
IN WITNESS WHEREOF, the parties have caused this Confidentiality Agreement to be executed by their duly authorized representative on the dates indicated.
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