How to sign a confidentiality NDA agreement for electronics pcb boards assembly and manufacturing contract? And What is the importance of signing a confidentiality NDA agreement?why need to sign a NDA?
What should be kept secret?
NDA can lead to conflict because you have to protect business ideas as a secret on the one hand and tell the rest of the industry on the other hand to let them know what your startup is doing.
What shall I do? My point is: if you have to disclose something to someone who doesn't have a formal relationship with the company, it's not a secret.
Some things are obviously confidential, such as:
1.Trade secrets, unique methods, algorithms, processes.
2.A list of new and old customers.
3.Data collected on behalf of a customer.
4.Information that is required to be kept confidential by a third party.
THIS AGREEMENT IS ENTERED INTO THIS XX DAY OF XX Year by and between ,XXX Ltd, a XX company, and its Affiliates (collectively, "XXX"); and TOPSCOM located at Shenzhen. XXX and Company are sometimes individually or collectively referred to herein as a “Party” or the “Parties”.
WHEREAS:
The Parties intend to disclose to each other confidential information to include and relating to XXX, know-how, products and applications, and information relating to XXXX of both Parties for the purpose of evaluating the technical and/or commercial viability of a future potential contractual relationship (the "Purpose").
NOW IT IS HEREBY AGREED AS FOLLOWS:
- The Parties acknowledge and agree that the disclosures anticipated and referred to herein may include the exchange of valuable and confidential information and agree to receive and hold the information upon the terms and conditions set forth in this Agreement.
- For the purposes of this Agreement the term "Proprietary Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") under this Agreement, whether in writing, orally, visually, in the form of samples or models or otherwise, provided that such information, if written, is clearly and conspicuously marked as being proprietary or confidential and if oral, visual or in other non-written form is designated as Proprietary Information at the time of disclosure.
- The Disclosing Party's Proprietary Information shall also include any information which is obtained by examination, testing or analysis of any hardware and component part thereof, software or material samples marked or indicated as being confidential or proprietary in nature and provided by the Disclosing Party.
a. hold the Disclosing Party's Proprietary Information in strict confidence and restrict access thereto to such of its employees who need such access for the Purpose referred to herein; and
b.not use Proprietary Information disclosed to it pursuant to this Agreement for a purpose other than the Purpose referred to herein; and
c.not copy Proprietary Information disclosed to it under this Agreement in whole or in part except as reasonably necessary for the Purpose stated herein; and
d.not disclose Proprietary Information received hereunder to any third party, EXCEPT THAT either Party shall be entitled to disclose Proprietary Information received hereunder to its Affiliates for the Purpose and under terms of confidentiality as provided for herein.
In this Agreement the term "Affiliate(s)" means a company which is wholly-owned by a Party or which wholly owns a Party, or a company which is wholly-owned by a company which wholly
owns a Party.
- The obligations and restrictions provided in Section 4 shall not apply to any of the information which a Receiving Party can show to the satisfaction of the Disclosing Party:
- is in the unrestricted possession of such Receiving Party at the time of disclosure hereunder, or
c. is lawfully obtained by such Receiving Party from a third party with full rights of disclosure and without similar obligations of confidence, or
d. is independently developed by or for such Receiving Party without reference to Proprietary Information disclosed hereunder.
6. A Receiving Party shall not be liable for inadvertent, accidental, unauthorized or mistaken disclosure by its employees or agents of Proprietary Information, provided that:
a. such Receiving Party shall have used at least the same degree of care as it uses to protect its own Proprietary Information of like importance, subject to the proviso that such degree of care shall be no less than a reasonable degree of care, and
b. upon discovery of such a disclosure, such Receiving Party shall immediately inform the Disclosing Party and use all reasonable endeavours to (i) recover any Proprietary Information of the Disclosing Party; (ii) mitigate any loss or damage to the Disclosing Party; and (iii) prevent further disclosure or misuse.
7. The Parties understand and agree that a Receiving Party does not acquire by implication or otherwise any right in or title to or licence in respect of the Proprietary Information of the Disclosing Party.
8. Nothing in this Agreement shall place any obligation on a Party to disclose Proprietary Information, which Information is supplied at the entire discretion of the Disclosing Party.
9. Nothing contained in this Agreement shall be construed as overriding or being in prejudice of any classification or export control regulation applicable to any part of the Proprietary Information.
10. This Agreement shall remain in force either until the earlier of (a) two (2) years from the date hereof after which it will automatically terminate unless renewed by mutual written agreement of the Parties; (b)
it is specifically superseded by another agreement or contract between the Parties; or (c) thirty (30) days following written notice of termination from one Party to the other Party.
Notwithstanding its earlier termination, the obligations and restrictions relating to the disclosure and use of Proprietary Information shall remain in force for a period of five (5) years from the date of expiration or termination of this Agreement.
11. On termination of this Agreement for any reason a Receiving Party shall, on request of the Disclosing Party, return to the Disclosing Party all documents containing the Disclosing Party's Proprietary Information, together with all relevant samples and models which the Receiving Party has in its possession pursuant to this Agreement.
12. The points of contact for any notices under this Agreement shall be:
| To: | XXXXX: | For Company: |
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XXXX Science & Technology Co. Ltd Address: |
TOPSCOM Address: |
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With a copy to: |
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13. The rights and obligations of the Parties under this Agreement shall not be assigned without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
14. This Agreement shall be governed by and the rights and obligations of the Parties shall be construed in all respects in accordance with the laws of XXXX and the Parties hereby irrevocably submit to the exclusive jurisdiction of the XXX Courts with respect to any dispute arising out of or related to this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date.
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Signed for and on behalf of XXXX - XXXXXX |
Signed for and on behalf of Company: XXXXXX |
| Name | Name |
| Position | Position |
China Topscom provide turnkey pcb boards manufacturing and assembly, electronics contract manufacturing services, If u have any more better suggestion, pls let us know by sales@topscom.com.cn
