NON-DISCLOSURE AGREEMENT（例）
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”)
WITNESSETH:
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:
Article 1.
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.
Article 2.
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.
Article 3.
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.
Article 4.
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.
Article 5.
(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.
Article 6.
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.
Article 7.
(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.
By: By:
Title:
Title: