CONFIDENTIALITY AGREEMENT, 영문계약서, NDA, 비밀유지계약서

CONFIDENTIALITY AGREEMENT

 

This Confidentiality Agreement, dated as of [•], 20[•] (the “Agreement”), between the AAA Bank (the “Disclosing Party”) and BBB Co., Ltd (the “Receiving Party”).

 

In connection with the Parties’ consideration of a possible transaction involving the formation of a joint venture company under the [•] Law (the “Transaction”), the Parties are prepared to exchange certain confidential and proprietary information. All such information is herein collectively referred to as “Evaluation Material”.

 

To maintain the confidentiality of the Evaluation, the Receiving Party and its officers, directors and employees, who are entitled to have access to the Evaluation Material, agree: (a) not to use any Evaluation Material or notes, summaries, or other material derived therefrom (collectively, “Notes”) except to determine whether the Parties wish to enter into a Transaction and the terms thereof; (b) not to disclose any Evaluation Material or Notes other than the Receiving Party’s affiliates, agents, advisors, employees, advisors and representatives (collectively, “Representatives”) with an apparent need to know the information contained therein; provided, that such Representatives shall have agreed to be bound by the terms of this Agreement;

Material, that the Receiving Party or its Representatives may be considering a Transaction or have had, are having or be considering a Transaction or have had, are having or propose to have any discussions with respect thereto.

 

Either Party may elect at any time to terminate further access by the other party to Evaluation Material. The Parties agree that upon any such termination, each Party will promptly (and in any case within [•] days of the other Party’s request) return to the other Party all such material has been returned or destroyed in compliance with this Agreement. No such termination will affect the Receiving Party’s obligation hereunder or those of its Representatives, all of which obligations shall continue in effect for the term of this Agreement.

 

This Agreement shall be inoperative as to particular portions of the Evaluation Material if such information (i) becomes generally available to the public other than as a result of a disclosure by the Parties or their Representatives in violation of this Agreement, (ii) was available to the Parties on a non-confidential basis prior to its disclosure hereunder, or (iii) becomes available to the Parties on a non-confidential basis from a source other than the other Party or its Representatives when such source is entitled to make such disclosure.

If the Receiving Party or its Representatives are requested or required (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) to disclose any Evaluation Material or Notes, it is agreed that the Receiving Party will provide the Disclosing Party with prompt written notice of such request(s) so that the Disclosing Party may seek an appropriate protective order and/or waiver in compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Receiving Party or its Representatives are, in the opinion of counsel, compelled to disclose Evaluation Material or Notes under pain of liability for contempt or other censure or penalty, the Receiving Party may disclose only that portion of such information as is legally required without liability hereunder; provided, that the Receiving Party agrees to exercise its best efforts to obtain assurance that confidential treatment will be accorded such information.

 

It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and that each Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and the Parties further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be in addition to all other remedies available at law or equity to the Parties.

 

It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and that each Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and the Parties further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity to the Parties.

 

This Agreement shall terminate [•] years from the date hereof and be governed by the law of [Name of the Country], and is subject to the non-exclusive jurisdiction of the [•] courts.

 

[AAA Bank]                               [BBB Co., Ltd]

 

By:                                      By:                        

 Name : [•]                                 Name : [•]

 Title : [•]                                  Title : [•]

1 Confidentiality Agreement.doc