Convenio de confidencialidad

CONFIDENTIAL DISCLOSURE AGREEMENT (NON-DISCLOSURE AGREEMENT) & NON-COMPETE AGREEMENT

This Corporate Non-Disclosure (confidential) agreement is entered into and made effective as on __ day of , between , herein referred to as 'company' and __________________________ herein after referred to as 'Client'. Unless the company specifies that this agreement will apply only to a specific divisionor location, this agreement will apply to the participant’s entire company worldwide.

Whereas, 'client’ and 'company’ has certain confidential information which it desires to disclose confidentially to each other relating to client information provided by him including but not limited to trade secrets and proprietary information pertaining to finances, marketing plans and techniques, forecasts,operational structures and methods, pricing policies, customer lists and other proprietary, private confidential business matters, all hereinafter referred to as the INFORMATION, and both parties hereby agree that this two way exchange is for the sole purpose of evaluating potential business opportunities involving each party or one or more subsidiaries of each party.

The parties agree asfollows:
1. Information: Each under signed party (the receiving party) understands that the other party (the disclosing party) has disclosed or may disclose information relating to the disclosing party and/or its products, which has been conspicuously marked or otherwise specifically identified as confidential or proprietary, whether oral, written, graphic or in machine-readable form, which hascommercial, technical and/or other value in the Disclosing party’s business and is confidential in nature (including, without limitation, trade secrets, patents, patent applications, copyrights, know-how, processes, ideas, inventions (whether patentable or not), formulas, computer programs, databases, technical drawings, designs, algorithms, technology, circuits, layouts, interfaces, materials,schematics, names and expertise of employees and consultants, any other technical, business, financial, customer and product development plans, supplier information, forecasts, strategies and other confidential information) of the disclosing party. Oral statements made by either party to the other party shall not be considered confidential information unless the party making the statement expresslystates before such making such statement that it is deemed confidential and confirms so in writing within (30) days after the disclosure, referencing the date and specifically identifying the confidential information that was orally disclosed. Not withstanding anything to the contrary herein, the existence or subject matter of this agreement, including the fact that any investigations, discussions ornegotiations are taking place concerning a possible transaction or the status thereof, or that the receiving party has received confidential information from the disclosing party shall be deemed to be confidential information. In no event shall either party disclose any aspect of the working relationship to any third party.

2. Obligations: The receiving party shall maintain the informationreceived (from the disclosing party) in trust and confidence and shall not use directly or indirectly with businesses fully or partially, owned by the disclosing party. The receiving party shall disclose the Information received by it under this Agreement only to persons within its organization who have a need to know the Information in the performance of their duties and who are bound by agreementsto protect the confidentiality of the Information. For the purpose of this agreement, the term employees shall include independent contractors of each party. The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees, parent company and majority-owned subsidiaries with a need to know. Any copies that are...