互相保密協(xié)議(英文范本)

1、MUTUAL NON-DISCLOSURE AGREEMENT WITH NON-CIRCUMVENTION PROVISIONSThis Mutual Non- Disclosure Agreement (“ Agreement ” ) is macApOb 0# 2017 ( “ EffectiveDate ” ) by and betweeXXX Company, a XXX Company, with the commercial registration XXXX, and its registered address at XXX ( “XX ”),and XXXXXX, a XX

2、Xcompany with its registered address at XXXX ( “ Compan).Statement of PurposeIn analysis of a possible transaction involving the development and realization of certain Real Estate transactions within the Kingdom of Bahrain (the“ Projects ” ) which have been identified by UXBand to determine if the P

3、arties wish to cooperate on such Projects in any capacity whatsoever. The party recei ving or lear ning such Con fide ntial In formatio n is referred to herein ashe “ Recei ving Party, ” and the party disclos ing such Con fide ntial In formati on is referred to as the “ Disclos in gParty. ”ln con si

4、derati on of fur nishing the other party with Con fide ntial In formati on, the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby ack no wledged, the parties agree as follows:1. Defin iti on of“ Con fide ntial In formatio

5、n”a. Con fide ntial In formati on . For purposes of this Agreeme nt,“ Con fide ntial In formatio n” nin formatio n that is not gen erally known, in whatever form, disclosed by a Disclosi ng Party to aReceiving Party or learned as a result of such disclosure, including information about a Disclosing

6、Party ' s finances, costs and pricing; and the Disclosing Party' s actual or potential employeescustomers; competitive and market con diti ons; and any other in formatio n which is n ot gen erally known to others.b. Exceptions. Con fide ntial In formatio n does n ot in clude in formatio n th

7、at: (i) is, or later becomes gen erally known other tha n as a result of misappropriati on or a breach of this Agreeme nt; (ii) is in the possession of the Receiving Party without restriction prior to its receipt from the Disclosing Party, as evideneed by contemporaneouswritten records; (iii) is rec

8、eived by the Receiving Party from a third party lawfully holdi ng such Con fide ntial In formatio n and with no restricti ons on its disclosure; or (iv) was independently developed by the Receiving Party without access to the Disclosing Party ' s Con fide ntial In formati on, as evide need by co

9、n tempora neouswritte n records. The Recei ving Party shall have the burde n of proving the existe nce of the forego ing excepti ons. Con fide ntial In formati on shall not be deemed to be gen erally known merely because any part of said in formatio n is embodied in gen eral disclosures or becausei

10、ndividual features, comp onents or comb in atio ns thereof are now or become gen erally known.2. Treatment of Confidential Information.a. Each party agrees to keep secret and con fide ntial the Con fide ntial In formatio n of the other party, and further agrees to use such in formati on solely as is

11、 reas on ably n ecessary for the Purpose defi nedabove. The Receivi ng Party shall not otherwise use any of the other' s Con fide ntial In formatown or any third party's ben efit, without the prior writte n approval of an authorized represe ntative of the Disclosing Party.b. Each party furth

12、er agreesthat it shall not disclose the other ' Con fide ntial In formatio n to any outside party (with the exception of the Third and Fourth Party defined elsewhere within this Agreement, provisions of which are discussed in 2(f) below) without the Disclosing Party 'express prior writte n c

13、onsent, except that a Recei ving Party may disclose the Con fide ntial In formatio n orporti ons thereof to those of its directors, shareholders, officers, employees, represe ntatives and age nts (collectively, the “ Representatives wh” need to know such information for the Receiving Party to accomp

14、lish the Purpose defi ned above. Prior to diskos ing any of the other' s Con fide ntial In formati onto any Representative, the Receiving Party will inform such Representative in writing of the con fide ntial n ature of the Con fide ntial In formati on and will en sure that such Represe ntative

15、is bound by writte n con fide ntiality and use-restrictio n terms substa ntially similar to the terms in this Agreeme nt.c. Each party further agrees。protect and safeguard the other 'Confidential Information against unauthorized use, publication or disclosure with the same level of care it emplo

16、ys to safeguard its own Con fide ntial In formati on, and in no eve nt with less tha n reas on able care.d. Each party further agrees that it shall not reverse engineer, decompile or otherwise disassemblethe Disclos ing Party' s Con fide ntmamore. The Recei ving Party may disclose the Con fide n

17、tial In formatio n of the Disclosi ng Party without breach of this Agreeme nt solely to the exte nt such Con fide ntial In formatio n is required to be disclosed pursuant to any government statute, regulation or any court order, to the extent actually so required and after notice of such requirement

18、 to the Disclosing Party, provided that such notice is allowed by law.f. Prior to release of any Con fide ntial In formatio n to any Third Parties, UXB and the Comp nay shall en sure that each has in place Non-Disclosure Agreeme nts betwee n their respective clie nt with similarly restrictive terms.

19、 UXB and Company may request from the other the Terms of the NonDisclosure Agreeme nts with their prospective clie nts.3. Limits on Disclosure Obligations. Either party shall have the right to refuse to accept any information under this Agreement, and nothing in this Agreement obligates either party

20、 to disclose to the other any particular information. Neither party makes any warranties or representation as to the accuracy, complete ness,utility or value of Con fide ntial In formatio n it discloses. Neither party is obligated to enter into any further agreement with the other as a result of thi

21、s Agreement or any disclosures made here un der.4. Own ership of Con fide ntial In formatio n.a. UXB and Compa ny each agree and ack no wledge that all Con fide ntial In formatio n of a Disclosing Party hereunder shall remain the sole property of the Disclosing Party. Nothing in this Agreement shall

22、 be deemed a license to the Receiving Party to use the intellectual property of the Disclos ing Party, other tha n as is expressly authorized here in.b. To the exte nt Con fide ntial In formati on, and any matter in cludi ng, embody ing, con stitut ing, reflect ing, derived from or aris ing from the

23、 Con fide ntial In formati on, is or becomes cog ni zable un der the pate nt, copyright, trademark or other in tellectual property laws of any jurisdicti on, the parties agree that the Disclosi ng Party will solely own all such rights. The Recei ving Party shall not publicly disclose or offer for sa

24、le any such inven ti on, discovery, creati on or improveme nt, and such subject matter shall be deemed to be Con fide ntial In formatio n owned by the Disclos ing Party un til such time, if ever, that it no Ion ger meets the defi niti on of same. The Recei ving Party shall not con test or challe nge

25、 the Disclos ing Party ' pate nt, copyright or other in tellectual property rights in the Disclos ing Party ' s Con fide ntial In formati on, and the other party further agrees to assig n whatever rights it may acquire in such intellectual property to the Disclosing Party, and further to pro

26、vide whatever assistanee the Disclosi ng Party reas on ably requests to protect, register, enforce or defe nd such in tellectual property rights. The Receiving Party further agrees that it shall not take any action that would infringe, misappropriate or otherwise impair such rights or the acquisitio

27、n of such rights.5. Return of Con fide ntial In formatio n. At the request of a Disclosi ng Party, the Recei ving Party will promptly return to the Disclos ing Party all of the Disclosi ng Party's Con fide ntial In formatio n, together with all copies thereof and all no tes, draw in gs, abstract

28、s and other in formati on in whole or in part containing the Disclos ing Party ' Con fide ntial In formati on. In the eve nt the Disclos ing Party ' s Con fide ntial In formati on is embodied or stored in a medium in capable of being returned (such as a hard drive), the Recei ving Party shal

29、l destroy such Con fide ntial In formati on in a manner that preve nts undeletion or recovery and, upon request, shall certify in writing to the Disclosing Party that it noIon ger has in its possessi on and is not using the Disclos ing Party' s Confidn tial In formati on.6. No Represe ntati ons.

30、 UXB and Compa ny ack no wledge that n either party is making, nor will either party make at the time of delivery of the Con fide ntial In formati on, any represe ntati onor warra nty, express or implied, as to the accuracy or complete nessof the Con fide ntial In formati on, and n either UXB nor Co

31、mpany, nor any of their respective officers, directors, employees,stockholders, owners, affiliates, agents or representativeswill have any liability to the other party or any other person result ing from the use of the Con fide ntial In formati on.7. Non-Solicitation/No-Hire. Given the nature of the

32、 discussions leading to a possible Transaction, UXB and Company agree they will not solicit, recruit, nor hire employees of the other for a period of two (2) years after the term in ati on or expirati on of this Agreeme nt without the writte n consent of, the other party. For the purposes of this se

33、cti on, the obligati on to seek the consent of the other party shall comme nee whe n the party kno ws, or reas on ably should have known, of the employeme nt histroy of the employee.8. Non Circumvention. As a material inducement to enter into this Agreement, the Parties agree that the Company will n

34、ot attempt to deal directly with any Third Party in any Transaction of any nature as anticpated by the “ Statemenbf Purpose ”of this Agreement. The Parties agee that his Non- Circmvention shall remain valid for the later of (1) a period of three (3) years from the effective date of this Agreeme nt o

35、r (2) for the period of (1) year past any expirati on, term in atio n, or non-ren ewal of the Agreeme nt. Ine the eve nt this provisi on is violated by either Party, the aggreived party may petiti on the court for damages amounting to lost profit, as well as other damages allowed by law, and may see

36、k injunctive relief to block or prohibit any Transaction from proceeding in violation of this provision.9. Term; Termi natio n; Survival of Con fide ntiality Obligati on. The term of this Agreeme nt shall comme nee on the Effective Date and con ti nue for a period of one (1) year. Either party may t

37、ermi nate this Agreement for convenience upon five (5) days prior written notice to the other party. The con fide ntiality obligati ons set forth in this Agreeme nt are in additi on to any con fide ntiality obligati ons imposed by circumsta nce or un derly ing law. The obligati ons of con fide ntial

38、ity here un der shall survive the term in ati on or expirati on of this Agreeme nt for a period of three (3) years, provided that each party 'obligatio ns of con fide ntiality with respect to any Con fide ntial In formatio n that con stitutes a trade secret shall continue un til such Con fide nt

39、ial In formati on fits an exceptio n set forth in Section 1(b) hereof.10. Remedies. Each party ack no wledges that the un authorized use or disclosure of the other ' s Con fide ntial In formatio n shall cause the Disclos ing Party irreparable harm not fully compe nsable in money damages,and it t

40、herefore agrees that the Disclosing Party shall have the right to immediate injunctive relief, without the requirement of posting security or bond. Each party agrees that it shall indemnify the other and hold it harmless aga inst any damage, injury, or cause of acti on aris ing from theun authorized

41、 use or disclosure of the other' s Con fide ntial In formati on by it or its Represe ntatives.11. Nonassignment. Neither party shall have the right to assign its rights under this Agreement, whether expressly or by operation of law, without the prior written consent of the other party. Subjectto

42、 the forego ing, this Agreeme nt and the Recei ving Party' s obligati ons here un der shall be bin dirthe representatives,permitted assigns, and successorsof the Receiving Party and shall inure to the ben efit of the represe ntatives, permitted assig ns and successors of the Disclos ing Party.12

43、. Miscellaneous.a. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreeme nt, and it supersedesall previous agreeme nts,n egotiatio ns and commitme nts between the parties related to such subject matter. This Agreement shall not be modified in any manner, except by mutual written consent signed by duly authorized representativesof each of the parties.b. Failure to insist upon strict complianee with any provision of this Agreement shall not be deemed waiver of such provisi on or any oth