加拿大外贸
求大神帮忙翻下以下保密协议内容，万分感谢！老板必须要我翻译清楚条款看过才肯签，但是这个太复杂呀！This Confidentiality and Nondisclosure Agreement (“Confidentiality Agreement”) is made and entered into on the__ by and between **** , and ******(each a party” and together, the “parties”),
WHEREAS, the parties wish to explore and evaluate the possibility of pursuing a business relationship, and
WHEREAS, each party is prepared to exchange information of a nature and content which is proprietary to the business of each party on the basis that the other party will maintain the confidentiality thereof as hereinafter provided;
NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:
WHEREAS, Discloser has developed valuable, confidential business and technical information related to design, manufacturing, processing, assembly and packaging of certain raw materials and components for use in fragrance products (hereafter “fragrance products”) as more fully described in Attachment 1 hereto (hereinafter “Confidential Information”);
WHEREAS, Recipient and Discloser wish to discuss the creation, manufacturing and distribution of fragrance products; and
WHEREAS, the parties wish to enter into this Agreement to protect such Information from unauthorized use or disclosure.
1) For the purposes of this Confidentiality Agreement “Confidential Information,” shall mean all information (whether technical, marketing, business or otherwise), in whatever form (whether tangible, orally communicated, physically communicated or disclosed in writing, electronically or otherwise, including without limitation information disclosed by samples or demonstrations of processes, techniques or equipment) which is disclosed by Discloser to Recipient prior to or subsequent to the date of this Confidentiality Agreement and which relates in any way to its technology and its business, including but not limited to that information listed in Attachment 1 hereto which is provided to Recipient.
2) Notwithstanding Section 1 above, “Proprietary Information” shall not include:
a) Information which can be shown by the receiving party by written evidence to be in the public domain (provided that information in the public domain has not or does not come into the public domain as the result of disclosure by the receiving party),
b) Information which is known to the receiving party prior to disclosure hereunder and can be shown by the receiving party’s written records to have been known to the receiving party prior to such disclosure,
c) Information which becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party (provided that such source is not known to the receiving party to be bound by a confidentiality agreement with the disclosing party),
d) Information will not be deemed to be within any of the foregoing exceptions merely because individual parts of the information are found separately within such exception, but only if all the material features comprising the information are found in combination.
3) Although the Proprietary Information contains information which the disclosing party believes to be relevant for the purpose of evaluating the possibility of a business relationship, the disclosing party does not make any representation or warranty as to the accuracy or completeness of the Proprietary Information.
4) Each receiving party hereby agrees that it shall (I) not make any use the Proprietary Information of the disclosing party other than for the purpose of evaluating the possibility of pursuing a business relationship between the parties or further transactions relating thereto or make any copies, except for such purpose; (ii) maintain the Proprietary Information in strict confidence and refrain from disclosing any part of the Proprietary Information to any person or entity (other than to employees whose duties justify the need to know such Proprietary Information in connection with such evaluation and who have previously agreed in writing to keep such information confidential); and (III) take all appropriate steps to protect the Proprietary Information against disclosure, misuse, espionage, loss and theft.
5) In the event that the receiving party shall become legally compelled to disclose any Proprietary Information, it shall notify the disclosing party within 24 hours or receipt of any legal request for disclosure so that the disclosing parties may take action to safeguard its interests, and the receiving party shall cooperate with the disclosing party to preserve the confidentially of the Proprietary Information.
6) The obligations of confidentiality set forth in this Confidentiality Agreement shall survive for a period of five years from the date hereof and shall in accordance therewith survive any termination of this Confidentiality Agreement.
7) No other right to the Proprietary Information or to any of the other party’s patents, copyrights, trademarks or other proprietary rights is granted hereby and nothing contained in this Confidentiality Agreement shall be construed as creating an express or implied license to use the Proprietary Information or such patents, copyrights, trademarks or other proprietary rights for any purposes other than those specifically set forth herein.
8) It is agreed between the parties that (a) no failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any right, power or privilege hereunder, (b) the provisions of this Confidentiality Agreement shall be severable and the illegality or invalidity of any provision shall not affect the legality or validity of any other provision, and each provision found illegal or invalid shall be judicially modified in any proceeding brought to enforce such provision so as to be enforceable to the maximum extent permissible under applicable law; and (c) any amendment of any provision of this Confidentiality Agreement shall only be effective if in writing and signed by all parties hereto.
9) This Confidentiality Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the United States of America. The parties acknowledge and agree that in the event of any breach hereof by a party receiving Proprietary Information, the disclosing party will suffer irreparable and immediate harm for which money damages alone could not compensate it. Accordingly, the disclosing party shall be entitled to all available equitable relief, including injunction without the posting of any bond or other security or proof of damage, as well as to its other legal remedies.
10) Each party represents and warrants to the other party that it has the right to enter into this Confidentiality Agreement and receive the Proprietary Information and that it is not a party to any other agreement, or under any obligation to any third party, which would prevent it from entering into this Confidentiality Agreement and performing its obligations hereunder.
11) This Confidentiality Agreement may be executed by the parties hereto individually or in any combination, in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same agreement.
12) This Confidentiality Agreement shall inure to the benefit of each party’s successors and assigns.
IN WITNESS WHEREOF, the parties have caused this Confidentiality Agreement to be executed by their duly authorized officers as of the day and year first above written.
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哈哈，刚进公司的时候，领导给的任务是翻译保密协议，而且是两份。当初是生不如死，根本不知道怎么翻译 :')
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其实这没什么难的，有道加百度加自己的英语水平，我翻译合同还有客户的文件的时候都是这样，有一次客户发的文件有一百二十几页英文，都是一点一点翻译的，沉下心来翻译吧
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好专业！
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那时候老业务员没空一点点看，直接甩过来给我。当时我翻译到好崩溃，特别是什么披露方啥的
加拿大电商刚从事这行半年，对电子行业不了解，自己整理了些，算是学习，供大家分享，也请大家补充。我毕竟是个文科生，对这方面知识严重欠缺。 DVD:英文全名是Digital Video Disk, 即数字视频光 加拿大电商昨天我把提单复件发给了客户，今天收到了他回信，如下： Dear Nicholas, please send all shipping documents. We will check B/L copy and we will reply ASAP. Thank you Best Regards .........................................
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