영문 비밀계약서(SECRECY AGREEMENT)

SECRECY AGREEMENT(영문-비밀계약서)

 

THIS Agreement, entered into this _____ day of _____ , 2001 by and having its between _______ having _____ its ______ registered office at _________ (hereinafter called "    XYZ") _______ at _______ having its office at __________ (hereinafter called the "Recipient")

 

WITNESSETH :

 

Whereas the Recipient has been fully informed of and satisfied itself as to the confidential nature of the proprietary Information (as hereinafter defined) and as to the content of any and all stipulations hereinafter contained ;

 

Whereas the Recipient has agreed to maintain the trade secret status of such information ;

 

Whereas XYZ is prepared to disclose, at XYZ's selection, to the Recipient certain information on the following conditions ;

 

NOW THEREFORE, in consideration of XYZ's supplying to the Recipient Proprietary Information, the parties hereto agree as follow :

 

Article 1. DEFINITIONS

 

The terms set forth below have the meanings herein provided for respectively wherever the same appear in this Agreement :

 

1.1 "Proprietary Information" means any and all information, which XYZ owns or has a right to disclose to the Recipien there under and which relates to __________________________.

 

1.2 "Contemplated Purpose " means the purpose of the disclosure hereunder more particularly described below :

 

Proprietary Information shall be used for ____________________________.

 

ARTICLE 2. SECRECY OBLIGATIONS

 

2.1 The Recipient agrees to abide by all the provisions set forth in this Agreement and not to disclose or divulge Proprietary Information and other information generated by the Recipient based thereon, in whole or in part, to any third party without prior written consent of XYZ ;

 

provided that nothing hereinabove contained shall apply to Proprietary Information which the Recipient can prove :

 

i) is already in the Recipient's possession, free of restrictions on disclosure and use before the disclosure hereunder to the Recipient and was not previously obtained directly or indirectly from XYZ,

 

ii) is hereafter disclosed to the Recipient by third parties, who did not acquire it directly or indirectly from XYZ as a matter of right, free of restriction on disclosure and use ; or

 

iii) is or becomes generally available to the public through no act or omission of the Recipient.

 

It is understood and agreed that :

 

-- an information known to only a few people and not generally available to the public cannot be 4ee71e4 to be in the public domain; and

 

-- two or more portions of the Proprietary Information in combination are not deemed to be within the foregoing exception merely because each portion is available to the public.

 

2.2 The Recipient shall segregate and keep separate all Proprietary Information and all information generated by the Recipient based thereon from other records, documents, drawing, files and the like.

 

2.3 The Recipient shall limit the availability of the Proprietary Information within the Recipients's organization to those employees who have reasonable need to see and use it for the Contemplated purpose and shall inform each of said employees of the confidential nature of the Proprietary Information. The Recipient shall also obtain a written agreement from each of said employees to abide by the restrictions on disclosure and use herein contained.

 

2.4 In addition to stipulations of Article 2.1, 2.2 and 2.3, the Recipient shall take every possible measure to prevent the proprietary Information from being made available to any third party.

 

2.5 Notwithstanding anything to the contrary herein, the Recipient shall not disclose (except to such employees as authorized in this ARTICLE 2) even after any Proprietary Information becomes generally available to the public the fact that such proprietary Information was furnished to the Recipient by XYZ or originated with XYZ and any correlation or identity which may exist between the Proprietary Information and any other information now or hereafter made available to the Recipient.

 

Article 3. USE OF CONFIDENTIAL INFORMATION

 

The Recipient shall not use without prior written consent of ABC any and all Proprietary Information for any purpose except for the Contemplated Purpose.

 

Article 4. NO LICENSE

 

No license or right is granted to the Recipient by this Agreement by implication or otherwise with respect to the Proprietary Information, any patent application, patent or any claims of patent now or hereafter filed or issued

 

Article 5. EFFECTIVE DATE

 

This Agreement shall take effect on the date of execution hereof.

 

Article 6. LAW

 

This Agreement shall be governed and construed in accordance with the laws of

 

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their duly authorized representatives.

 

XYZ Recipient