비밀유지 계약서, NDA Sample

   

NON-DISCLOSURE AGREEMENT

   

   

This Agreement is made on ................................by and between

   

……………………………………………………[please provide the full name] duly incorporated and and existing under the laws of having its principal office at (hereinafter referred to as "……………..")

   

and

   

Carsem (M) Sdn. Bhd a company duly incorporated and existing under the laws of Malaysia, having its principal office at Jalan Lapangan Terbang, P.O. Box 204, 30720 Ipoh, Perak Darul Ridzuan, Malaysia. (hereinafter referred to as "CARSEM")

   

   

…………………. and CARSEM each are referred to herein separately as "Party" and are referred to herein collectively as the "Parties.".

   

WHEREAS:

   

1. the parties are evaluating a possible business relationship with regard to
2. provision of subcontract assembly, test and services of micro electronic devices. (hereinafter referred to as "the Purpose");

   

1. in connection with such evaluation, each party may heretofore or hereafter disclose to the other, certain information relating to process, devices and equipment, which is deemed by the Disclosing Party to be confidential or proprietary (hereinafter referred to as "Confidential Information"); and

   

1. the Parties desire to provide for a procedure whereby all Information of the Parties will be protected from authorized use and disclosure

   

   

NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the receipt, sufficiency and adequacy is hereby acknowledged, the parties hereto hereby agree as follows:

   

CONFIDENTIAL INFORMATION

   

1.1 Confidential Information shall mean all material and information, other than the Exceptions specified in Clause 1.2, relating to …………………… and CARSEM including but not limited to:

   

1.1.1 information of whatever nature relating to the Parties' business, finances, operations, activities or affairs, whether of a technical nature or not (including but not limited to trade secrets, know-how, processes and other technical or business information) which is obtained, whether (without limitation) in writing, pictorially, in machine-readable form or orally, which the Receiving Party or its advisors acquires directly or indirectly from the Parties or by observations during visits to the Parties' premises or site of operations;

   

1.1.2 information derived from information falling within the preceding clause;

   

1.1.3 the fact of the existence and contents of this Agreement;

   

1.1.4 the fact that the discussions and proposals referred to in this Agreement and the content of such discussions, proposals and/or the Purpose;

 

1. if disclosed orally, the content of which must be summarized and confirmed in writing by the Disclosing Party within thirty (30) days after said oral disclosure, that the orally disclosed information is Confidential Information;

   

1. if disclosed in any other manner, it shall be designated in writing as confidential at the time of disclosure by the Disclosing Party.

   

   

1.2 NOTWITHSTANDING any other provisions of this Non-Disclosure Agreement, NO information received by a party hereunder shall be deemed Confidential Information if said information is:

   

1.2.1 published or generally available to the public or later becomes public knowledge other than by a breach of this Agreement;

1.2.2 furnished to either party by an independent third party without restriction on its dissemination;

   

1.2.3. approved for release in writing by the party designating said information as Confidential Information;

   

1.2.4 known to or independently developed by the party receiving Confidential Information hereunder without reference to or use of said Confidential Information;

   

1. already known to or in the possession of the Receiving Party with the full right to disclose prior to its receipt from the Disclosing Party or which is publicly available at the time of disclosure; and

   

1.2.6 required to be disclosed by operation of law or by a valid order of a court of competent jurisdiction or of a government or regulatory agency to which the Receiving Party is subject to provided that the Receiving Party promptly notifies the other party of such order and makes good faith effort, to assist the party which originally disclosed the information, to obtain at the expense of the party which originally disclosed the information, a protective order requiring the Confidential Information so disclosed to be kept in confidence and use only for the purpose for which such order was issued if so required in writing by the party which originally disclosed the information.

   

   

2.0 Non-Disclosure of Confidential Information

   

2.1 The Receiving Party agrees to keep confidential and secret all or any Confidential Information and shall not, without the prior written consent of the Disclosing Party, disclose or permit a disclosure of any Confidential Information to any third party;

   

2.2 The Receiving Party agrees not to use any Confidential Information disclosed to it by the Disclosing Party for its own use or for any purpose except to carry out discussion concerning, and undertaking of, any business relationship between the Receiving Party and the Disclosing Party.

   

2.3 The Receiving Party shall not and shall not permit any employees or third party to translate, reverse engineer, disassemble, decompile, recompile, update or modify any software part of Confidential Information without the prior express written consent of the Disclosing Party.

   

1. The Receiving Party will not disclose any Confidential Information of the Disclosing Party to third parties or to employees of the Receiving Party except to its employees ("Authorized Personnel") who are required to have information in order to carry out the Purpose.

   

1. The Receiving Party will advise Authorized Personnel who have access to the Confidential Information of the Disclosing Party of their confidentiality obligations under this Agreement.

   

1. The Receiving Party shall have the full and sole liability or responsibility for all breaches by Authorized Personnel. The Receiving Party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Disclosing Party in order to prevent it from falling into the public domain or the possession of persons other those persons authorized hereunder to have any such Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, but in any event not less than a reasonable degree of care.

   

2.7 The Receiving Party shall ensure that the Authorized Personnel do not:

   

a) use any Confidential Information for any purpose other than for the Purpose provided in this Agreement;

   

b) make any copies, either in writing, in machine-readable form or on any other materials or format of any of the Confidential Information for any purpose other than the purposes provided in this Agreement;

   

c) take any step or action in relation to, or publish or procure or solicit the publication of any document, statement or communication containing any Confidential Information;

   

d) use the Confidential Information directly or indirectly to procure any commercial advantage over the Disclosing Party; and

   

e) procure, obtain or attempt to procure or obtain any Confidential Information from or otherwise discuss, liaise or deal with any directors, officers, shareholders, employees, agents and representatives of the Disclosing Party in matters relating to the Disclosing Party or the Confidential Information or the Purpose referred to in this Agreement, other than from or with those persons expressly notified by the Disclosing Party to the Receiving Party.

   

   

3.0 Validity and term

   

3.1 The term of this Non-Disclosure Agreement shall be effective as of the date of this agreement and shall continue during a period of five (5) year(s) from the date of this Agreement (hereinafter referred to as "the Term"). However, those terms and conditions of this Agreement as set out in Clause 2 above, which are, by their nature, meant to survive the term of this Agreement, shall so survive in respect of each Confidential Information received by the Receiving Party for five (5) years from the respective date of receipt of such Confidential Information by the Receiving Party.

   

   

1. OWNERSHIP

   

   

1. All Confidential Information disclosed under this Agreement (including information contained in computer software or held in electronics storage media) shall be and remain the property of the Disclosing Party.

   

   

1. All evidences or embodiments of the Confidential Information including, without limitation to all information, notes, analyses, compilations, studies, specifications, drawings, papers, computer disks, tapes, or other materials or format on which the Confidential Information is stored or other documents produced, developed or compiled by the Receiving Party and/or its representatives from the Confidential Information disclosed by the Disclosing Party (the "Derivatives") shall be deemed Confidential Information and the obligations in this Agreement in relation to Confidential Information shall apply to the Receiving Party in respect of Derivatives.

   

   

1. RETURN/DESTRUCTION OF EVIDENCE OR EMBODIMENTS

   

1. Any Evidences or embodiments, which have been furnished by the Disclosing Party to the Receiving Party will be promptly destroy, deleted or returned to the Disclosing Party, accompanied by all copies of such documentation as soon as practicable upon expiry of the Term of this Agreement..

   

1. Notwithstanding the aforementioned, summaries, reports, notes or other material prepared by the Receiving Party or on the Receiving Party's behalf which incorporates Information may be retained by the Receiving Party solely for the purpose of compliance with any statutory, legal, regulatory or audit requirements and the Receiving Party hereby agrees that the same confidentiality obligations contained herein shall also apply to such retained documents.

   

   

   

6.0 STATUS AND EXPENSES

   

6.1 No Confidential Information made available to the Receiving Party or its advisors will constitute an offer or invitation or form the basis of any contract. The Disclosing Party shall be entitled at any time to decline to provide or to continue to provide any Confidential Information to the Receiving Party.

   

6.2 Nothing contained in this undertaking shall be construed as granting or conferring on the Receiving Party any rights by license or otherwise, expressly, impliedly or otherwise for any intellectual property rights, inventions, discoveries, improvements or developments made, required, acquired or conceived by the Disclosing Party prior to or after the date of this undertaking.

   

6.3 The Disclosing Party is not under any obligation to reimburse any costs and expenses which the Receiving Party may incur in connection with the review of the Confidential Information.

   

   

7.0 ASSIGNMENT

   

7.1 Neither party shall be entitled to assign or sub-contract or otherwise delegate any of its obligations hereunder by either Party without the prior written consent of the other party.

   

   

8.0 GOVERNING LAW

   

8.1 The provisions of this Agreement shall be governed by the laws of Singapore, including any action arising out of this Agreement and the Parties further agree to submit to the non-exclusive jurisdiction of the Courts of Singapore.

   

   

9.0 ENGINEERING CHANGE NOTICE

   

9.1 Information provided in the form of Engineering Change Notice (ECN) also known as Specification with a "uncontrolled copy" printed onto the cover page, will not be updated when the revision changes occur; unless requested by the Receiving Party.

   

   

10.0 GENERAL

   

   

1. The Receiving Party accepts that any breach of this Agreement could cause injury to the Disclosing Party and that monetary damages would not be an adequate remedy. In the event of a breach or threatened breach by the Receiving Party, the Disclosing Party shall be entitled to injunctive relief in any court of competent jurisdiction. . Nothing contained in this Agreement shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to it for a breach or threatened breach.

   

1. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby.

   

1. Any notice, communication or demand required to be given or made hereunder shall be in writing and deemed to have been sufficiently served if delivered personally or sent by registered post or by telex or facsimile transmission, (the respective numbers of which shall be made available to the parties hereto) to the addressee's address stated herein or to the last known registered office address (in the case of a Disclosing Party) or last known principal place of business (in the case of a firm) or last known address (in the case of an individual) of the addressee or the last known telex or facsimile number of the addressee and shall be deemed to be served or received in the ordinary course of post or (if sent by way of telex or facsimile transmission) at the time of such transmission.

   

1. Any writ of summons or any legal process in respect of any action or proceeding arising out of or connected with this Agreement shall be sufficiently served on the Receiving Party if sent by registered post to the address stated herein or to the last known registered office address (in the case of a Disclosing Party) or last known principal place of business (in the case of a firm) or last known address (in the case of an individual) of the Receiving Party and shall be deemed served or received in the ordinary course of post.

   

1. The headings herein are inserted for convenience only and shall not affect the construction and/or interpretation of this Agreement.

   

1. No failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.

   

1. This Agreement contains the entire agreement and understanding between the parties herein with respect to the subject matter hereof and supercedes all prior agreements, arrangements and communications, whether written or oral. This Agreement can only be modified by a written amendment mutually agreed and signed by the parties herein.

   

1. These conditions shall be binding on the successors-in-title and permitted assigns of the parties hereto.

   

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives on the day and year first above written.

   

   

   

SIGNED by	)))))	Signature: Name: Title: Date:
for and on behalf of ………………… (Co. No. ………….. ) in the presence of :-	))))))))	Signature: Name: Title: Date:

   

SIGNED by	)))))	Signature: Name: Title: Date:
for and on behalf of Carsem (M) Sdn. Bhd (Co No. 124522-U) in the presence of:-	))))))))	Signature: Name: Title: Date:

 =================================================================================

   

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MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT ("this Agreement") is made as of this day of

, , by and between INTERLINK ELECTRONICS, INC. ("Interlink"), a Delaware corporation with

an office at 546 Flynn Road, Camarillo, California 93012, and ("

"), a corporation, with an office at

.

Interlink and either contemplate, or have and will be continuing, a business relationship

and in connection with that business relationship, or continued relationship, will be engaging in discussions and

other communications with each other. In connection with such discussions, it will be necessary for each party

to reveal to the other certain of its confidential and proprietary information. Each party desires to protect its

investment in its confidential and proprietary information from loss or damage through wrongful or

unauthorized use or disclosure by the other party. In consideration of the mutual covenants and agreements

contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, and to induce each party to disclose its confidential and proprietary information to the other, the

parties agree as follows:

1. Definition Of Confidential Information. For purposes of this Agreement, the term "Confidential

Information" means all technical, business, and other information which is (a) possessed or hereafter acquired

by a party ("the Disclosing Party") and disclosed to the other party hereto ("the Disclosee"), and (b) which

derives economic value, actual or potential, from not being generally known to persons other than the

Disclosing Party, including, without limitation, technical or non-technical data, all aspects of software design,

development and use, compositions, devices, methods, techniques, drawings, inventions, processes, financial

data, financial plans, product plans, lists of actual or potential customers or suppliers, and all information

regarding the business plans and operations of the Disclosing Party and all of which is treated by the Disclosing

Party internally as Confidential Information, and is so marked and/or identified in writing at the time of

disclosure or thereafter in accordance with this paragraph. It is anticipated that the parties will exchange

confidential information in both oral and written communications. The parties understand and agree that

information disclosed by the Disclosing Party in such oral or written communications which is considered

confidential by the Disclosing Party and for whatever reason, including, but not limited to, mistake or

inadvertence, was not identified in writing as "confidential" at the time of disclosure, shall nonetheless be

treated as confidential by the Disclosee provided the Disclosing Party identifies such information in writing as

"confidential" within thirty (30) days after the initial disclosure. The parties further understand and agree that

information disclosed by the Disclosing Party in oral communications and which is considered confidential by

the Disclosing Party, need not be identified in writing as "confidential" at the time of disclosure or thereafter,

provided such information is included in a prior written communication which is properly marked or identified

as "confidential" in accordance with this paragraph. Information disclosed by the Disclosing Party in oral

communications which is considered confidential by the Disclosing Party but not included in a prior written

communication which is properly marked or identified as "confidential" in accordance with this paragraph,

must be identified in writing as "confidential" at the time of disclosure or within thirty (30) days after the

disclosure. Notwithstanding the foregoing, the Disclosing Party shall not be permitted to identify as

"confidential" and no obligation of confidentiality shall attach to any information disclosed by the Disclosing

Party in an oral or written communication which was included in a prior oral or written communication which

was not properly marked or identified as "confidential" in accordance with this paragraph.

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2. Exceptions. Confidential Information shall not include and this Agreement shall not apply to information:

a. which Disclosee can demonstrate was already known to it prior to the date it was received from the

Disclosing Party;

b. which at the time of disclosure or later is published or becomes available to the general public through

no act or failure to act on the part of Disclosee and without breach of this Agreement;

c. which the Disclosee can demonstrate came into its possession from a third party who had a bona fide

right to make such information available without restriction; or

d. which shall be, or has been, independently developed by an employee of Disclosee without reference to

the Confidential Information of the Disclosing Party.

3. Required Legal Disclosure: In the event that a party hereto is requested or required, as a result of governmental

or legal process, to disclose any Confidential Information relating to the other party, it is agreed that such party will

provide such other party with prompt notice of any such request or requirement so that such other party may seek an

appropriate protective order or waive its compliance with the provisions of this Agreement. If, failing the entry of a

protective order or the receipt of a waiver hereunder, such party is compelled to disclose Confidential Information,

such party may disclose only that portion of the Confidential Information which must be so disclosed. In any event,

such party will not oppose action by, and will cooperate with, such other party to claim an appropriate protective order

and shall use its best efforts to assure that confidential treatment will be accorded the Confidential Information so

disclosed.

4. Safeguard Of Confidential Information. Each party, when acting as the Disclosee, agrees that it will not

use, except as necessary or desirable in connection with the business being done between them or which may be

authorized by the Disclosing Party in writing, and will not disclose or give to others, any of the Confidential

Information of the Disclosing Party. Without limiting the generality of the foregoing, the Disclosee will (a)

restrict the disclosure of such Confidential Information to those employees of the Disclosee who require such

information for purposes of the Disclosee's business relations with the Disclosing Party, (b) inform all of its

employees coming in contact with the Confidential Information of the existence and terms of this Agreement,

(c) instruct all such persons that such Confidential Information is the property of the disclosing party and must

be carefully guarded and held in strict confidence, (d) cause each employee receiving Confidential Information

to agree in writing to the provisions of this Agreement, (e) prevent use or disclosure by its employees of such

Confidential Information, except as provided herein, (f) take all necessary precautions to exclude unauthorized

personnel or visitors from areas where Confidential Information is or may be available or can be observed, and

(g) promptly inform the Disclosing Party of any use or disclosure of such Confidential Information, whether

intentional or not, that actually or potentially violates the foregoing provisions of this Section 3 and of which the

Disclosee, or any of its personnel, has any knowledge.

5. Return Of Confidential Information. Upon completion of each party's effort under this Agreement, or

upon request by the Disclosing Party, the Disclosee shall promptly return to the Disclosing Party all

Confidential Information, in whatever form, that may be in the Disclosee's possession, custody or control,

including all originals, copies, translations and reproductions thereof in whatever media contained.

6. Ownership Of Inventions. The parties hereby agree that the imparting by one party to the other of

Confidential Information under this Agreement creates no ownership or license rights in the Disclosee, and the

Disclosing Party reserves all patent, trade secret, copyright, trademark and all other proprietary rights it may

have.

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7. Term. Notwithstanding the termination of the contemplated or actual business relationship between the

parties, the Disclosee's obligations to safeguard the Disclosing Party's Confidential Information shall continue

until the Confidential Information is no longer confidential or until the Disclosing Party releases Disclosee from

such duty in writing, whichever occurs first.

8. Miscellaneous.

a. The parties stipulate that the persons signing this Agreement are authorized to execute this instrument

on behalf of their respective parties.

b. This Agreement may not be assigned by either party without the written consent of the non-assigning

party.

c. This Agreement shall be binding on, and inure to the benefit of, each party hereto, its officers, agents,

employees, subsidiaries and assigns, and all entities owned or controlled by each party in whole or part.

d. All rights and restrictions contained herein may be exercised and shall be applicable and binding only

to the extent they do not violate any applicable laws and are intended to be limited to the extent

necessary so that they will not render this Agreement illegal, invalid or unenforceable.

e. If any term of this Agreement is held to be illegal, invalid or unenforceable by a court of competent

jurisdiction, the parties intend that the remaining terms hereof shall constitute their agreement with

respect to the subject matter hereof, and all of such remaining terms shall remain in full force and effect.

f. This Agreement constitutes the entire agreement between the parties with respect to the disclosure of

Confidential Information and shall be deemed to supersede and cancel any other agreements between

the parties for the respective disclosure of such Confidential Information.

g. Any amendments or alterations hereof shall be valid only when made in writing and executed by

authorized representatives of the parties.

h. No waiver of any obligation, right or remedy provided for under this Agreement shall be effective

unless reduced to writing and signed by the party against whom it is being enforced.

j. If any legal action arises relating to this Agreement, the prevailing party shall be entitled to recover all

court costs, expenses and reasonable attorney fees.

9. Governing Law. This Agreement shall be interpreted, construed and the legal relations covered herein

shall be determined according to and governed by the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

INTERLINK ELECTRONICS, INC.

By: By:

Title: Title:

Date: Date: