This NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of the __th. day of ______, _____ by and between _______, S.A. de C.V., organized under the laws of Mexico (“_______”) and ____________________, organized under the laws of ______________, ____ (“_______”).
WHEREAS, the parties are mutually interested in engaging in meetingsand or discussions relating to each party’s products and telecommunications services, to determine if the Parties will enter into _______________________________________________ or other related services agreement. The time estimated for evaluate this proyect, and determinate if the parties are agree in develop a ___________________, will be thirty days since this Non Disclosure was signed, the signof this agreement not implicate binding or compromise for the parties. This period of time is independently of the period of time included in clause one.
WHEREAS, the parties desire to set forth the agreement of the parties governing the disclosure by either of them of company confidential or proprietary Information during the course of this Agreement.
NOW THEREFORE, for and inconsideration of the premises and mutual obligations contained herein and for other good and valuable considerations, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties intending to be legally bound hereby agree as follows:
1. Each party hereby agrees to treat confidentially and not to disclose for a period of five (5) years from the date of receipt thereof,any non-public or proprietary information furnished by either party to the other, whether such information is conveyed directly or on a party’s behalf, including but not limited to specifications, drawings, data, documentation or other technical or business information.
“Company Confidential” or “Proprietary” Information of the parties will be all information disclosed by one party (the“Disclosing Party”) to the other (“the Receiving Party”) which is marked “Confidential” or “Proprietary” or which, if disclosed orally, is identified as confidential or proprietary at the time of disclosure. The Discussions and this Agreement will be the Confidential Information of both parties. Notwithstanding the foregoing, Company Confidential or Proprietary Information will not includeinformation which is already in the possession of the Receiving Party without restriction, which is in or enters the public domain without breach of this contract, which is independently developed or rightfully acquired by the Receiving Party or which is approved for release by the Disclosing Party. Each Party agrees to promptly inform the other party of any requirement or request by any third personthat Company Confidential or Proprietary Information be disclosed pursuant to legislation, legal directive, public regulation, court decision or the like or in connection with the pursuit or defense of a claim in order to afford the other party an opportunity to limit or restrict such disclosure or to obtain appropriate protective/secrecy order with respect thereto and to obtain its agreement priorto further action.
2. The Receiving Party will:
A. Use Company Confidential or Proprietary Information solely for the purposes of the Discussions.
B. Limit dissemination of Company Confidential or Proprietary Information to employees within its own organization or to its affiliates, subsidiaries or parent company who have need to know such information for purposes of theDiscussions and who have agreed by signing the attached Acknowledgment to protect such information as though they were a party to this Agreement.
C. Not make copies of Company Confidential or Proprietary Information except as provided in B. above, and without prior written approval of the Disclosing Party.
D. Not disclose Company Confidential or Proprietary Information to others,...