영문 비밀계약서

SECRECY AGREEMENT(영문비밀계약서)

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

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