CONFIDENTIALITY AGREEMENT ENTERED INTO, BY AND BETWEEN, THE COMPANY IDENTIFIED AS THE “CLIENT” ON THE SIGNATURE PAGE HEREOF, REPRESENTED HEREIN BY THE PERSONS WHOSE NAMES ARE LISTED ON THE SIGNATURE PAGE HEREOF (HEREINAFTER, THE “CLIENT”) AND, BY ___________________., REPRESENTED HEREIN BY THE PERSONS WHOSE NAMES ARE LISTED ON THE SIGNATURE PAGE HEREOF (HEREINAFTER, “____________” AND TOGETHERWITH THE CLIENT THE “PARTIES”), IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES (HEREINAFTER THE “AGREEMENT”).
I. _______________ states through its legal representatives that it is a company duly incorporated under the business laws of the United Mexican States (“Mexico”), whose representatives have the necessary powers and authority to execute this Agreement and validlybind their principal by the terms hereof, and that such powers have not been modified, revoked or otherwise limited to date.
II. The Client states through its legal representative that it is a company duly incorporated under the business laws of Mexico, whose representative has the necessary powers and authority to execute this Agreement and validly bind his principal by the terms hereof, andthat such powers have not been modified, revoked or otherwise limited to date.
The Parties, acknowledging the capacity with which they appear to execute this Agreement and the authority with which their representatives act herein, agree to be bound by the following:
C L A U S E S
ONE. Purpose. The purpose of this Agreement is to establish the terms pursuant to which ____________ andthe Client will exchange certain information for commercial and/or industrial application, which constitutes part of their industrial secrets as it represents a competitive advantage over their competitors in their business activities, and for which the Parties have adopted the necessary means or systems to preserve the confidentiality thereof and restricted access thereto. In consideration of theforegoing, the provisions set forth in this Agreement will be applicable to all the transactions, communications, exchanges of information and business and/or contractual relationships between the Parties (hereinafter, the “Transactions”).
TWO. Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any information that the Parties or any of theirsubsidiaries, affiliates, controlled or controlling companies exchange, including any written, oral, graphic, visual or tangible non-public information or any information contained in written, electronic or electromagnetic means, optical discs, microfilm, film or any other similar devices, provided at any time until the execution date of one or more final documents executed between the Parties, inconnection with any transaction that involves them, including without limitation, lists, data or information on clients, patients or doctors, technical, financial and business information relating to the names of potential distributors, clients or partners, demographic information, business proposals, reports, plans, market estimates, data, ideas, concepts, studies, summaries, equipment, programs,statistics, brochures, processes, policies, know-how, photographs, systems, computer programs, maps, regulations, standards, logistics and any industrial, commercial or any other kind of information, together with industrial secrets, formulae, molecules, products, pharmaceutical forms, clinical trials, therapeutic indications of products under development and/or developed by __________ and/or byany of its subsidiaries, affiliates, controlling or controlled companies, mechanisms, patterns, methods, techniques, analysis processes, work documents, compilations, comparisons, studies or other documents prepared by the Parties or any of their subsidiaries, affiliates or controlled or controlling companies, in connection with any Transaction.
The Confidential Information will be considered...
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