CONFIDENTIAL DISCLOSURE AGREEMENT
THIS AGREEMENT, entered into this day of , by and between Disclosure Corp.,a() corporation, having a place of business at (계약 상대방의 주소)(hereinafter referred to as A) and XYZ Co., Ltd.,a Korean corporation, having a place of business at , Seoul, Korea (hereinafter referred to as COMPANY);
WHEREAS A has invented (비밀정보의 ,주제등) (hereinafter referred to as theInvention), which Invention is the property of A; and
WHEREAS, A has the right to disclose to others the Invention, supporting disclosure materials, and other written materials relating thereto, and prototypes and/or samples thereof (the Technical Information);
WHEREAS, COMPANY wishes to review the Technical Information for the purpose of determination whether or not it is interested in acquiring a license and/or other rights which would enable COMPANY to undertake further development and sales embodying the Invention;
NOW, THEREFORE, in consideration of the premises and covenants herein contained the parties hereto agree as follows;
1. A shall disclose to COMPANY the Technical Information regarding the Invention.
2. Upon execution of this Agreement, a confidential relationship shall arise between A and COMPANY, and COMPANY agree to hold in confidence all Technical Information disclosed to it by A and not to disclose such Technical Information to any one except such of its employees as may be necessary and not to use such Technical Information for a purpose not covered by this Agreement, unless:
(a) Such Technical Information is a part of the public domain prior to the date first written hereinabove , or
(b) Such Technical Information becomes a part of the public domain not due to some unauthorized act by or omission of COMPANY after this Agreement is executed; or
(c) COMPANY can demonstrate that it or an affiliate or subsidiary company of COMPANY independently developed such Technical Information; or
(d) Such Technical Information is disclosed to COMPANY by a third party who has the right to make such disclosure; or
(e) Permission to disclose said Technical Information or to make use thereof is obtained by COMPANY from A in writing.
3. COMPANY shall use such efforts to preserve the confidentiality of the Technical Information disclosed as if the Technical Information had been developed by COMPANY and was to be retained in confidence by it.
4. It is understood and agreed that the Technical Information referred to hereunder shall be furnished to COMPANY for evaluation in order that COMPANY may determine its interest in |
2008.04.17
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