검토 의뢰가 들어온 영문 NDA를 회사 번역팀(GPC team)에 의뢰했다가 한소리 들었다.
상사께서 이정도는 직접해야 하는게 아니냐고...ㅜㅜ
사전찾기 귀찮아서 커서만 갖다대면 바로 뜻이 나오는 구글 사전을 이용하기 위해 부득이 여기에 올리노라..
NON DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE CUM CONFIDENTIALITY AGREEMENT (‘Agreement’) is made as on ___________ by and between:
Nucleus Software Solutions Private Limited, a company incorporated in Korea and having its registered office at #1807, Gwanghwamun Officia Building 163 Shinmun-ro 1-Ga Chongro-gu Seoul 110-999, the party of the first part
AND
________________________ having registered Office at ____________________ ___________________, the party of the second part;
The expression ‘Party of the first part and second part’ shall individually be called ‘Party’ and collectively as ‘Parties’ and shall include its employees, consultants, contractors and subsidiaries.
WHEREAS, in order for each Party hereto to evaluate its interest in participating in a future business relationship with the other Party, it appears necessary that the Parties disclose to each other certain valuable proprietary, confidential information belonging to themselves NOW THEREFORE, in consideration of the mutual covenants contained herein the parties hereto agree as follows:
1. For the purposes of this Agreement, the Party disclosing the confidential information shall be called the ‘Disclosing Party’ and the Party receiving the confidential information shall be called the ‘Receiving Party’.
2. ‘Confidential Information’ shall mean any proprietary or, confidential information of the Disclosing Party including, without limitation, all patents, other intellectual property and know-how owned by the Disclosing Party including, without limitation, copyright material, data, processes, formulas, methods, technology, manufacturing techniques, unpublished patent applications, pricing, sales, marketing information, customer names or other unpublished information related to customers. Confidential information also includes any information described above which the Disclosing Party has obtained in confidence from another party who treats it as proprietary or designates it as confidential information, whether or not owned or developed by the Disclosing Party.
3. Each Party represents and warrants that to the best of its knowledge it has the right to disclose the Confidential Information to the other Party without conflict with, or violation of the rights of, any third party.
4. The Parties shall use the Confidential Information exclusively for working together. Neither Party shall disclose or otherwise use the confidential information for any other project or purpose or in any other way without first obtaining prior written permission from the Disclosing Party.
5. a)Except as otherwise provided in this Agreement, all Confidential Information shall always be held in confidence by the Receiving Party and shall never be disclosed to any third party or used, except for the Purpose, without the prior written approval of the Disclosing Party; provided however that Confidential Information may be disclosed by the Receiving Party to those of its employees and servants who require knowledge thereof in connection with the Purpose and who are obliged to protect the confidentiality of the same under the terms of this Agreement.
b) Each Party shall use its best endeavours to protect the confidential information of the other Party in the same manner as it protects its own confidential information.
6. Disclosure of Confidential Information by the Disclosing Party to the Receiving Party may be either verbal, or in writing or in any other mode. However, to be qualified as Confidential information, the intended non-written disclosure has to be reduced in writing and designated as confidential information within thirty (30) days of its disclosure.
7. All documentation and materials provided to the Receiving Party under this Agreement shall remain exclusive Property of the Disclosing Party and shall be returned to the Disclosing Party at the conclusion of the project or upon being required to be so returned. Receiving Party shall make no copies of any tangible documentation or materials provided hereunder, except for the permitted use. The Receiving Party shall retain no copies, and shall return all copies at the request of the Disclosing Party or at the time of termination of this Agreement
8 The term “Confidential Information” shall not apply to information which (i) was in the public domain or generally available to the public prior to receipt thereof by Receiving Party from the Disclosing Party, or which subsequently becomes part of the public domain or generally available to the public other than as a result of a breach of this Agreement by Receiving Party; (ii) was in the possession of Receiving Party prior to receipt from the Disclosing Party; (iii) is later lawfully received by Receiving Party from a third party, unless Receiving Party knows or has reason to know of an obligation of secrecy of the third party to the Disclosing Party with respect to such information; or (iv) is subsequently independently developed by the Receiving Party without use of any of the Disclosing Party’s Confidential Information and which can be ascertained by its records, or independently required to be disclosed by operation of Law; (v) is approved for release or use by written authorization from the Disclosing Party for the purpose for which it is related.
9. Notwithstanding anything to the contrary contained in this Agreement, Confidential Information may be disclosed as required by applicable law, legal process or stock exchange rule, provided Receiving Party notifies the Disclosing Party prior to such disclosure so as to afford the Disclosing Party reasonable opportunity to object or seek an appropriate protective order with respect to such disclosure.
10. The parties agree not to issue or release for publication any articles or advertising or publicity matter relating to this Agreement which mention or imply the name of the other party or any of its Affiliates, or subject matter hereof, unless prior written consent is granted by the other party, except such disclosure as may be required by law, in which case the provisions of Paragraph 9 hereinabove shall apply. Each party shall make such amendments to any such press release or public statement as are reasonably requested by the other party.
11. Parties acknowledge and agree that neither of the Parties have made any firm decision to pursue any transaction with the other and agree that both the Parties will have the right at its sole discretion without giving any reason therefore at any time to terminate discussion concerning a Purpose to elect not to pursue such Purpose or transaction or to pursue transaction with the third party without the involvement of the other.
12. No license to either Party hereto, under any trademark, patent, copyright, mask work or any other intellectual property right, is either granted or implied by the disclosure of Confidential Information to such Party. The fact that a Party discloses its Confidential Information to the other Party shall not be deemed to constitute any representation, warranty, assurance, guarantee or inducement by the Disclosing Party to the other of any kind with respect to the Confidential Information, including without limitation, that use thereof will not infringe any trademarks, patents, copyrights, mask work or any other intellectual property rights, or other rights of third persons or of the Disclosing Party.
PARTIES HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE CONFIDENTIAL INFORMATION SUPPLIED TO THE OTHER PARTY.
12. Receiving Party shall, upon the request of the Disclosing Party, return to the Disclosing Party or destroy all Confidential Information, including drawings, documents, reports and other tangible manifestations of Confidential Information received by the Receiving Party pursuant to this Agreement, together with all copies and reproductions thereof. To the extent such information is destroyed, the Receiving Party shall certify such destruction in writing.
13. The Parties acknowledge that breach of this Agreement can cause the Disclosing Party to suffer irreparable harm. If any such breach occurs, the Disclosing Party will be entitled (in addition to any and all other remedies) to injunctive relief.
14. This Agreement shall be effective for a period of Two (2) years with effect from date first set above and shall terminate on the delivery of written notice of termination from one Party to the other; provided, however, that the obligations of the Receiving Party pursuant to Section 2 shall always remain in effect for a period of Two (2) years from the expiry or termination of this Agreement. Notwithstanding the foregoing, either Party may also terminate this Agreement forthwith upon occurrence of any of the following events of default: (1) If the other Party becomes bankrupt, insolvent or is liquidated, terminated or dissolved; (2) If the other Party breaches the terms of this Agreement.
15. The parties acknowledge their understanding that the expiration of this Agreement shall not be deemed to give either Party a right or license to use or disclose the Confidential Information of the other Party in a way contrary to the explicit requirements mentioned in this Agreement.
16. Neither of the Parties shall assign or transfer any of its rights or obligations under this Agreement without prior written consent of the other Party.
17. Whenever, by the terms of this Agreement, notice, demand, or other communication shall or may be given to either Party, the same shall be in writing and addressed to such Party at its address first set forth above or to such other address or addresses as shall from time to time be designated by written notice by such Party to the other as herein provided. All notices shall be sent by registered or certified mail, postage prepaid and return receipt requested, or by Federal Express or other comparable courier providing proof of delivery, and shall be deemed duly given and received (i) if mailed on the third business day following the mailing thereof, or (ii) if sent by courier, the date of its receipt (or, if such day is not a business day, the next succeeding business day).
18. This Agreement shall be governed and construed in accordance with the laws of India. Any dispute or claim arising out of or in connection with this Agreement or the breach, termination or validity thereof, shall be referred to Arbitration in accordance with the provisions of Indian Arbitration and Conciliation Act, 1996. The Place of Arbitration shall be New Delhi, India. The award given by the Arbitrator shall be final and binding on both the Parties.
19. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall not be supplemented, amended, varied or modified in any manner except by an instrument in writing signed by duly authorised representatives of both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Company, its agents, or employees but only by an instrument in writing signed by an authorized officer of the Company. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute waiver of such provision or any other provisions of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. The individuals executing this Agreement hereby represent and warrant that they are empowered and duly authorised to so execute this Agreement on behalf of the parties they represent.
20. Either Party should not address or approach the client, brought in by other Party after the date of this Agreement, directly or through affiliates during the term of this Agreement and for 24 months thereafter.
21. During the term of this Agreement and/or for a period of two years after its Termination, neither parties shall solicit in anyway the services and/or offer to employ any of the personnel of the other Party and/or Affiliates with whom either Party has had dealings and/or became acquainted by reason of or in connection with this Agreement.
22. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.
23. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof, and supersedes all prior representations and understandings, whether oral or written.
24. This Agreement may be executed in any number of counterparts, each of which shall be an original as against any Party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the date first set forth above.
Signed on behalf of:
Entity For Nucleus Software Solutions Pte Ltd For _______________________.
Name of the Signatory
Signatures
____________________________
____________________________
Date
Witness 1: Witness 2: