Step by Step建立企業英文的NDA範本(五)
Updated: Sep 1, 2020
This Agreement imposes no obligation upon the Receiving Party with respect to information that: (a) was rightfully in the Receiving Party's possession before receipt from ; (b) is or becomes public knowledge through no fault of the Receiving Party or it's employees; (c) is rightfully received by the Receiving Party from a third party without restriction and without knowledge of any obligation of confidentiality between the third party and the Disclosing Party; (d) is independently developed by the Receiving Party without reliance on the Confidential Information (by personnel to whom the Confidential Information was not disclosed); (e) is disclosed under operation of law; or (f) is disclosed by the Receiving Party with the Disclosing Party's prior written approval.
Confidential Information shall not include information which:
(a) is or became available to the public through no fault of the Receiving Party;
(b) was obtained in good faith by the Receiving Party from a third party without breach of any obligation of confidentiality owed to any third party and/or the Disclosing Party;
(c) was independently developed by the Receiving Party without any breach of this Agreement;
(d) was communicated in response to a valid order by a court or other governmental body, or was otherwise required by law; provided the Party that is required to disclose the Confidential Information immediately notifies the other Party of such required disclosure sufficiently in advance of the disclosure; or
(e) is already known to the Receiving Party prior to the disclosure of the information thereof by the Disclosing Party without an obligation to keep such information confidential pursuant to this Agreement.
This Agreement is applicable only to Confidential Information that is disclosed between the Effective Date and (“End Date”). The Receiving Party's duty to protect Confidential Information expires three (3) years from the End Date. The Receiving Party, upon the Disclosing Party’s written request, will promptly return all Confidential Information received from the Disclosing Party, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed.
也有非常簡單的條款：This Agreement shall become effective on . The obligations of confidentiality will be in effect for five (5) years starting from the above effective date. 這是從NDA生效日起算5年，也是常見的寫法。
另外一種所謂永久保密的條款，寫法是有關保密的義務，在NDA終止或屆滿後仍然持續有效。例如：This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination or expiration of this Agreement.
圖文不符．Photo by 蕭家捷