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영문 비밀유지계약서(받는 측에 유리한 경우)(NON DISCLOSURE AGREEMENT)

NON-DISCLOSURE AGREEMENT

(받는 측에 유리한 경우)

This Agreement made and entered into this _ day of _, 200_ by and between Disclosure Co., Ltd.(제공자 상호) ,a corporation organized and existing under the laws of ------- (제공자의 국가명) and having its principal office at -----------() (hereinafter referred to as the Disclosing Party) and ABC Company, a corporation existing under the laws of the Republic of Korea and having its principal office at ------------(주소) , (hereinafter referred to as ABC)

WITNESSETH:
WHEREAS, the Disclosing Party has invented ------------(비밀정보의 건명 등) (hereinafter referred to as the Invention), which is the property of the Disclosing Party;

WHEREAS, the Disclosing Party 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 Confidential Information) ; and

WHEREAS, ABC wishes to review the Confidential Information for the purpose of determination whether or not it is interested in acquiring a license and/or other rights from the Cisclosing Party which would enable ABC 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 fallows:

1. The Disclosing Party shall disclose to ABC the Confidential Information regarding the Invention. Such Confidential Information includes only that Information disclosed pursuant to this Agreement which is identified as Confidential Information in the following manner:
(a) If disclosed in written or document form, Confidential Information shall be clearly marked at the time of its disclosure as being confidential.
(b) If disclosed orally, visually or through observation or inspection of a party's facilities, devices, samples or other items, the Disclosing Party shall notify ABC at the time of disclosure that the information is confidential or proprietary and shall confirm to ABC in writing within thirty(30) days after disclosure that the information is Confidential Information. The written confirmation shall reference the place and date of disclosure and the persons to whom disclosed and shall describe and summarize in reasonable detail the Confidential Information disclosed.

2. Upon execution of this Agreement, a confidential relationship shall arise between the Disclosing Party and ABC, and ABC agrees to hold in confidence all Confidential Information disclosed to it by the Disclosing Party, and not to disclose such Confidential Information to the third party excluding any subsidiaries or affiliates of ABC and not to use such Confidential Information for a purpose not covered by this Agreement, unless:
(a) Such Confidential Information is already in the public domain prior to the date first written hereinabove;
(b) Such Confidential Information becomes a part of the public domain not due to some