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  • Writer's picture益思團隊

Step by Step建立企業英文的NDA範本(八)

Updated: Sep 1, 2020




1.完整契約(Entire Agreement)This Agreement embodies the entire understanding between the parties pertaining to the subject matter hereof. Any additions or modifications to this Agreement must be made in writing and must be signed by both parties.

2.禁止轉讓(Assignment):Neither party may assign or transfer this Agreement as a whole, or any of its rights or obligations under it, without first obtaining the written consent of the other party. That consent may not be unreasonably withheld or delayed.

3.一部無效其他仍然有效(可分離)條款(Severability): Any provision of this Agreement which is held by a Court of competent jurisdiction to be prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, without invalidating or rendering unenforceable the remaining provisions of this Agreement.

4.通知條款(Notices): Any notice required to be given hereunder shall be sufficient if in writing, and sent by certified or registered mail, postage prepaid, to each Party’s principal office or address.

5.準據法及管轄法院(Governing Law and Venue): This Agreement shall be governed by and construed in accordance with the law of Taiwan (R.O.C.). The Parties agree that the Taiwan Taipei District Court (or Intellectual Property Court) shall have jurisdiction and venue with respect to any dispute arising out of this Agreement.

6.合約份數(Counterparts):This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

另外,因應現代許多NDA簽署具有時效性,未必都來得及以書面跨國簽署、寄送,所以,也可以考慮放上只要傳真簽署就生效的條款。If this document is transmitted by facsimile, the facsimile version of this, as received, shall constitute the original, and shall be binding on the parties as if it were manually signed. The parties agree that they may treat and rely upon any facsimile version hereof as the signed original.


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

The Disclosing Party Receiving Party

By [簽名處]




The Receiving Party

By [簽名處]








圖文不符.Photo by 蕭家捷

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