Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement

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Mutual Non-Disclosure Agreement

This agreement is made and entered into by and between _______________________, a company incorporated under the laws of ____________with an office at ____________________________, and All Correct Language Solutions Limited (the “Company”) located at Hong Kong private company limited by shares with certificate of incorporation number 1709390 with address at Suite D, 6/F., Ho Lee Commercial Building, 38 – 44 D’Aguilar Street, Central, Hong Kong.
The Company and ___________ have exchanged, or are going to exchange Confidential Information for purposes of evaluating and/or entering into a potential business relationship between them. This Agreement sets out the respective obligations with respect to Confidential Information which one party to this Agreement receives (the “receiving party”) from the other (the “disclosing party”).

1. “Confidential Information” means any business or technical information, whether or not stored in any medium, relating to the disclosing party’s business and received from the disclosing party (and those of its parent and affiliate companies, suppliers and customers) including, but not limited to, equipment, software, designs, technology, technical documentation, product or service specifications or strategies, marketing plans, pricing information, financial information, information relating to existing, previous and potential suppliers, customers and contracts, inventions, applications, methodologies and other know-how which is identified as confidential at the time of disclosure or that a reasonable person would consider, from the nature of the information and circumstances of disclosure, to be confidential to the disclosing party. Confidential Information includes original or any other information supplied by the disclosing party, as well as all copies and any reports, analyses, products and other materials derived from or containing such original information.
2. The receiving party agrees to treat the Confidential Information as confidential to and as the property of the disclosing party and to use an appropriate degree of care (which, in any case, will not be less than the degree of care it uses with respect to its own information of like nature) to prevent disclosure of the Confidential Information of the disclosing party. The receiving party will use the Confidential Information only for the purposes of the business relationship with the disclosing party.  The receiving party will not disclose this Agreement or Confidential Information, except to the receiving party’s directors, officers, employees and contractors who have a need to know for the purpose of carrying out the purpose of the Agreement and who are under a written obligation not to disclose such information.
3. Nothing in this Agreement is to be construed as granting the receiving party any title, ownership, license or other right or interest with respect to the Confidential Information of the disclosing party. Confidential Information will be held in trust by the receiving party for the disclosing party. The disclosing party shall have exclusive ownership of the results of work performed by the receiveing party related to Confidential Information.

4. This Agreement does not apply to or restrict the parties from using or disclosing:

1. Confidential Information which is or becomes public other than through a breach of this Agreement;
2. Confidential Information which is known to the receiving party prior to the date of this Agreement and with respect to which the receiving party does not have any obligation of confidentiality;
3. Confidential Information which is independently developed by the receiving party;
4. Confidential Information required to be disclosed by law, whether under an order of a court or government tribunal or other legal process.
5. Recipient shall not disclose any Confi-dential Information disclosed to it by Discloser to any third party, except its subsidiaries, officers, directors, employ-ees or agents of Recipient on a “need to know” basis who have agreed to be bound by the terms and conditions similar to those in this Agreement.
6. Nothing in this Agreement is to be construed as obligating any party to continue any discussions or to enter into a business relationship.

8. The parties represent and warrant to each other that information declared to be Confidential Information by the disclosing party is, in fact, confidential in nature and does not in any way infringe the intellectual property rights of any other person. Each party also indemnifies the other with respect to any claims, losses, costs and expenses (including, among other things, all reasonable legal fees) which may be brought against the receiving party in connection with disclosure by the disclosing party to the receiving party of information which a person or entity not a party to this Agreement claims has been the subject of such infringement. The receiving party shall hold the disclosing party harmless against any losses or damages connected with treatment and disclosure of Confidential Information in breach of the terms and conditions contained herein. The Parties shall incur liability for the actions or omissions of their employees, representatives, contractors, and other persons who have been granted access to Confidential Information pursuant to this Agreement, as if they were their own

9. Except as permitted under this Agreement or by the mutual consent in writing of the parties, neither party shall disclose to any other person or entity the existence or terms of this Agreement or that the parties have entered into discussions with respect to a potential business relationship. Neither Party shall communicate any information to the public media, make advertising and other public statements that disclose the details of cooperation between the Parties or subject matter thereof, without the consent of the other Party.

10. The parties agree to deliver further written documentation and to do or cause to be done any other things reasonably necessary to implement this Agreement.
11. Delay, failure or partial exercise by a party of any right or remedy under this Agreement will not constitute a waiver of any right or remedy. Any waiver must be in writing, but any such waiver will be limited to its terms and will not constitute waiver of any other provision or breach of this Agreement.

12. If any part of this Agreement is invalid, the remaining provisions still will continue in effect.

13. This Agreement shall remain effective for a period (the “Term”) beginning on the date it is signed by both parties (the “Commencement Date”) and ending on the date which is the later of one (1) year from the Commencement Date and the date on which all business relationships entered into by the parties with each other are terminated. All Confidential Information disclosed during the Term shall continue to be governed by these provisions after expiration of the Term or other termination of this Agreement.

14. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the “Territory”) and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.
15. The Agreement sets out our entire agreement concerning the matters described above and supersedes all prior written or oral agreements, understandings. This agreement may only be amended by consent in writing of both parties.