THIS AGREEMENT made this day of , 20 by and between X COMPANY LTD., a corporation of Japan, having a principal place of business at Japan (hereinafter called “X”), and Y, INC., a corporation of , having a principal place of business at
(hereinafter called “Y”)
WEREAS, X has developed and is the owner of a manufacturing machinery (hereinafter called the “Machinery”), and has developed certain valuable proprietary technical date and information related thereto; and
WHEREAS, Y desires to receive data and information in order to evaluate its interest in the Machinery; and
WHEREAS, x is willing to disclose to Y such of proprietary data and information as may be necessary to permit Y to evaluate its interest in the Machinery;
NOW, THEREFORE, X and Y, in consideration of the covenants and conditions set forth below, do hereby agree as follows:
X will provide Y with such of its technical data and information related to the Machinery as it considers necessary to evaluate its interest in negotiating a license or other commercial arrangement with respect to said Machinery. Samples of the Machinery for evaluation by Y will be provided if the parties so agree. All such data, information and samples shall remain the property of X and shall be returned to X or destroyed if the parties do not enter into a further agreement.
Y shall hold in confidence any and all technical data, information and samples of the Machinery provided and disclosed to it by X hereunder. However, this obligation shall not apply to any data or information disclosed to hereunder;
(a) which at the time of disclosure is in the public domain;
(b) which, after disclosure, becomes a part of the public domain, by publication or otherwise other than through unauthorized disclosures by Y;
(c) which at the time of disclosure is already in Y’s possession as shown by its written records;
(d) which is made available to Y by an independent third party; provided, however, that such information was not obtained by said third party, directly or indirectly, from X;
(e) which is expressly authorized by X in writing to release; or
(f) which is required to disclose by governmental agency or any law and regulation.
Y shall not use the technical data, samples of the Machinery, and information which it is required to hold in confidence hereunder for any purpose other than the aforesaid evaluation and determination of interest without first entering into an agreement with X covering the use thereof.
Y agrees to limit disclosure of technical data and information received from X hereunder to only those of its officers and employees as Y considers necessary to complete its evaluation of the Machinery and then only after such officers and employees have undertaken by employment agreement or otherwise to comply with the obligation undertaken by Y under this Agreement.
(a) Y acknowledges that any breach of this Agreement may cause irreparable harm to X and agrees that X’s remedies for any breach may include, in addition to damages and other available remedies, injunctive relief against such breach.
(b) Y agrees that X shall be entitled to an award of its reasonable attorney’s fee if it prevails in any action to enforce this Agreement.
The obligation of Y under the terms of this Agreement shall remain in effect for a period of three(3) years from the date hereof.
(a) This Agreement shall be governed by, construed and enforced in accordance with the laws of Japan.
(b) The parties hereby submit for all purposes of or in connection with this Agreement to the non-exclusive jurisdiction of the Tokyo District Court.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
X COMPANY LTD. Y, INC.