confidencialidad en español

Non-disclosure and restricted use agreement
Parties
Non-disclosure and restricted use agreement by and between XXXXXXXXXXXX, S DE RL DE CV,and _______________________ THE CLIENT, hereinafter referred to as “Party” or “Parties” respectively.
Preamble
1. Both Parties have contractual relations concerning business relationship between them as well as contractual relations with third parties.In the course of such contractual relations, either party may disclose or deliver to the other party certain of its confidential or proprietary information. The parties have entered into this Agreement in order to assure the confidentiality of such confidential or proprietary information in accordance with the terms of this Agreement. (the “Purpose”);
2. In relation to the Purpose, informationhas been or will be disclosed by either or both Parties;
3. The Parties want to ensure that such information, which each may disclose to the other, is protected from further disclosure or use.
The Parties enter into the following agreement (“Agreement”):
Article 1 – Definitions
In this Agreement unless the context otherwise requires:
“Disclosing Party” means the Party disclosing ConfidentialInformation to the Receiving Party.
“Permitted Recipients” means any director, officer, employee, adviser or auditor4 of the Receiving Party or any of its Related Companies who reasonably needs to know Confidential Information for the Purpose.
“Receiving Party” means the Party receiving Confidential Information from the Disclosing Party.
Article 2 – Definition of Confidential Information5“Confidential Information” means any information or data, or both, communicated by or on behalf of the Disclosing Party to the Receiving Party, including, but not limited to, any kind of business, commercial or technical information and data in connection with the Purpose. The information shall be Confidential Information, irrespective of the medium in which that information or data is embedded, andwhether the Confidential Information is disclosed orally, visually or otherwise. The receiving party shall not use in any case or circumstance the “Confidential information” for other businesses purposes.

Article 3 – Obligation to keep confidential and restrictive use
The Receiving Party shall:
a) not disclose any Confidential Information to anyone except to the Permitted Recipients, whoare bound to the same level of confidentiality obligations as set forth by this Agreement;
b) use any Confidential Information exclusively for the Purpose; and
c) keep confidential and hold all Confidential Information with no less a degree of care as is used for the Receiving Party’s own confidential information and at least with reasonable care.
d) The receiving party shall make its bestefforts to keep confidential all business and technical information that it may obtain in relation to clients, third parties, business, or any other information related to the other party. Neither party will use or disclose such information except with the prior consent of the other party, this includes refraining in enter into business relations with any third party indicated in this agreement.Article 4 – No further obligations
This Agreement does not:
a) create any other relationship;
b) oblige a Party to enter into any other contract; or
c) require consideration for any information received.

Article 5 – Term and termination
This Agreement enters into force by signing of all Parties and the term shall be for five (years) unless otherwise terminated by the parties.

Article 6– Breach and remedies
In addition to any remedies under the applicable law, the Parties recognize that any breach or violation of any provision of this Agreement may cause irreparable harm to the other Party, which money damages may not necessarily remedy. Therefore, upon any actual or impending violation of any provision of this Agreement, either Party may obtain from any court of competent...