加拿大外贸
MUTUAL CONFIDENTIALITY AGREEMENTNow, therefore, for valuable consideration, PRI and Company agree as follows:
1. The parties have made, or expect to make, available to each other certain information and
materials which are technical and/or business in nature which may include, among other things, marketing
materials; processes; know-how; financial data; analyses; forecasts; past, present or prospective customers or
employees; documents; business practices; business plans; product plans; and proposals (hereafter individually and
collectively referred to as "Confidential Data"). Confidential Data may be written, oral, recorded on tapes or in any
other media or format. The term Confidential Data includes, but is not limited to (a) all copies and reproductions
thereof, whether in whole or in part, and (b) the actual existence of the association between Company and PRI
relating to the purpose of this Confidentiality Agreement.
2. Each party acknowledges (a) that all Confidential Data is and shall be considered to be proprietary
to and/or trade secrets of the furnishing party or its affiliate(s), as applicable, and (b) that the unauthorized use or
disclosure of any Confidential Data could be detrimental to the furnishing party and/or its affiliate(s). Nothing
herein shall be construed to grant either party a license from the other party under any patent, copyright, trademark
or trade secret rights. Each party receiving Confidential Data shall give all further assurances, as the furnishing
party deems reasonably necessary, to evidence title and ownership in such furnishing party.
3. In consideration of the above, and except as permitted herein or as necessary to perform under the
Agreement, each party agrees that neither it nor its employees, officers, directors or agents will duplicate, distribute,
disclose, convey or in any other manner make available any Confidential Data to third parties including, but not
limited to, other retail organizations. Each party also specifically agrees that it shall not use Confidential Data for
any purpose other than for evaluation of a relationship with the other and, if applicable, provision of the requested
services under the referenced Agreement. In protecting such Confidential Data from disclosure, each party shall use
at least the same level of care that such party uses to protect its own proprietary information of a similar nature, but
in no event shall said party use less than reasonable care in protecting the Confidential Data. Neither party has an
obligation under this Confidentiality Agreement to purchase any service or product from the other party.
4. Each party agrees that only its respective employees, officers and directors with a defined need to
know shall be granted access to Confidential Data. Confidential Data of a party shall not be distributed, disclosed,
conveyed or in any other manner made available to any consultant, subcontractor or any third party (“Retained
Party”) retained by or associated with the other party to this Confidentiality Agreement (the "Retaining Party")
unless such Retained Party also agrees to be bound by the terms of this Confidentiality Agreement and the Retaining
Party agrees to be liable to the other party to this Confidentiality Agreement for any breach of this Confidentiality
Agreement by any such Retained Party to the same extent as if such breach was committed by the Retaining Party.
No copies or reproductions shall be made by one party of any Confidential Data of the other party for any reason or
benefit except as set forth herein or for the purpose of fulfilling the terms of the Agreement between PRI and
Company.
5. Because of the unique nature of the Confidential Data, each party would suffer irreparable harm in
the event the other party fails to comply with any of the terms of this Confidentiality Agreement, and money
damages and other remedies at law available in the event of a breach or a threatened breach of this Confidentiality
Agreement are not, and will not be, adequate to compensate for the harm caused by the breach or the threatened
breach. Accordingly, the non-breaching party may be entitled to such injunctive relief as a court of competent
jurisdiction may deem appropriate. Such injunctive relief will be in addition to, and not in lieu of, any other remedy
available at law or in equity.
6. If a third party should request one party hereto (or a respective Retained Party as referred to in
Section 4 above) to submit Confidential Data of the other party hereto to such third party pursuant to subpoena,
summons, search warrant, court or governmental order or otherwise (collectively a "Lawful Order"), if permitted by
law, the party receiving the request will provide the other party hereto a reasonable opportunity to oppose release of
the Confidential Data prior to releasing any such Confidential Data pursuant to such a Lawful Order, as appropriate.
If any disclosure is finally directed by Lawful Order, the party receiving the Lawful Order shall disclose only so
much of the Confidential Information as is necessary to meet the requirements thereof. The party seeking to restrict
disclosure of the Confidential Data will pay the other party's reasonable attorneys’ fees incurred in connection with
resisting the release of the Confidential Data on such party's behalf.
7. (a) As this Confidentiality Agreement affects restricted disclosures by Company, the obligations
set forth in Paragraphs 1 through 6 above shall not apply to any information, including but not limited to
Confidential Data, (i) which has become part of the public domain through no act or omission of Company, (ii)
which was lawfully disclosed to Company without restriction, (iii) is or has been independently developed by
Company, or (iv) is or was rightfully in Company's possession prior to disclosure by PRI hereunder or pursuant to
the Agreement.
(b) As this Confidentiality Agreement affects restricted disclosures by PRI, the obligations set
forth in Paragraphs 1 through 6 above shall not apply to any information, including but not limited to Confidential
Data, (i) which has become part of the public domain through no act or omission of PRI, (ii) which was lawfully
disclosed to PRI without restriction, (iii) is or has been independently developed by PRI, or (iv) is or was rightfully
in PRI's possession prior to disclosure by Company hereunder or pursuant to the Agreement.
8. Confidential Data of each party, respectively, shall at all times remain the sole and exclusive
property of such party and shall be returned to such party (a) immediately upon request, (b) upon termination of
discussions between the parties hereto without both parties executing the Agreement, or (c) upon termination of the
fully execute Agreement, if any and as applicable, unless the Agreement terms provide otherwise. If Confidential
Data is contained in any computer data processing tape(s), the other party shall be responsible for returning the
same tape(s) originally supplied and deleting all related files upon request or within seven (7) days of the
termination of the Agreement, if any, as applicable.
9. Any notice or other communication required or permitted hereunder shall be given in writing, sent
by U.S. postage prepaid mail, and addressed to the receiving party at the address set forth below.
10. (a) Company agrees to be liable to PRI, its directors, officers, agents, employees and shareholders,
for any and all loss, damage, liability, costs, expenses (including reasonable attorney's fees) claims or causes of
action resulting from the acts or omissions of Company, its directors, officers, agents and employees, in connection
with a breach of this Confidentiality Agreement. In addition, if Company breaches this Confidentiality Agreement,
it agrees to pay PRI all amounts received by Company from (i) Company's unauthorized use of Confidential Data,
or (ii) Company's unauthorized provision of Confidential Data to, or for the benefit of, a third party.
(b) PRI agrees to be liable to Company, its directors, officers, agents, employees and shareholders,
for any and all loss, damage, liability, costs, expenses (including reasonable attorney's fees) claims or causes of
action resulting from the acts or omissions of PRI, its directors, officers, agents and employees, in connection with a
breach of this Confidentiality Agreement. In addition, if PRI breaches this Confidentiality Agreement it agrees to
pay Company all amounts received by PRI from (i) PRI's unauthorized use of Confidential Data, or (ii) PRI's
unauthorized provision of Confidential Data to, or for the benefit of, a third party.
11. This Confidentiality Agreement is binding on the parties hereto and their respective successors
and assigns, and its provisions may be waived only by written agreement of both parties. Any such waiver must
make specific reference to this Confidentiality Agreement. This is the entire agreement between the parties
concerning the confidentiality of Confidential Data, unless and except provisions governing confidentiality, if any,
that may exist in any subsequently executed Agreement. The terms and conditions of this Confidentiality
Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws
rules, and it shall be deemed to have been executed and entered into within Richmond, Virginia. Any provision
found to be illegal or unenforceable shall be stricken to the extent necessary and the remainder of this
Confidentiality Agreement shall be of full force and effect.
12. Both parties agree that all the terms, rights, duties and conditions contained in this Confidentiality
Agreement shall survive for a period of five (5) years from the latter of (a) the termination of discussions without
entering into an Agreement or (b) the termination of the Agreement, if any.
评论
怎么办？看不懂哦
评论
我用金山词霸一个一个词翻译出来也看不懂~ 很多都连不起来，太难了， :')
评论
好长，密密麻麻的，看的晕了。
评论
还有二三段放不下了，偶从早上开始看到现在，头早晕乎乎了，55555555555555555555555555555
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保密协议
双方都不可以将对方提供的任何信息透露给第三方
评论
就看到里面一直强调什么机密机密~ 有啥机密呀 就问我们买手电筒，哪有啥机密阿
评论
就这么简单？？？？其他都不用管阿？？？
那这协议能签么？
评论
一般的买家不是希望所有的供应商都知道他们要买什么东东，然后很多竞争的价格都报到他们手上，这样不是更好么？怎么还会想弄个什么保密协议呢？？？
评论
程序性的文件 一般没问题 正规公司都是这么干的
但最好跟老板沟通一下，因为每个老板的生存方式不一样。
评论
要是问偶们老板，还不让我一字一句的翻译阿
不过他们写了这么多条，都是差不多的内容，就是不对第三方提供对方的信息这么简单么？
评论
签了这个~ 对我们有什么坏处么？
碰上高手了哇
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