NDA Acuerdo De Confidencialidad English Espan Ol


NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (agreement) is made this ________ day of _______ ___ (the "Effective Date") by and between (Disclosure) and/or and _________________________________________________________________________ (¨Recipient”) in consideration of Disclosure revealing (or otherwise furnishing) certain informationrelating to (products/projects) for MINING PROJECTS, EXPLORATION AND EXPLORATION, SHIPPING, PURCHASE AND SALE OF MINERALS IN GENERAL AND PLANS, STRATEGIES, OPERATIONS AND ADMINISTRATION , which Discloser deems to be confidential and proprietary information ("Proprietary Information"), to Recipient. The Proprietary Information may include, without limitation, technical data, product road maps, businessplans, trade secrets, inventions, financial data, and other items pertaining to the above subject matter as may be necessary or desirable to achieve the purposes stated herein. Recipients execution of this Agreement is a condition to Disclosure revealing or otherwise furnishing Proprietary Information of Discloser from which Recipient can determine suitability of Discloser products for Recipientsapplication.
1. Recipient agrees to hold in the highest confidence all Proprietary Information provided by Discloser to Recipient. Recipient shall not use any of the Proprietary Information for any purpose other than to make the determination referred to above. Recipient shall not disclose or provide any of the Proprietary Information to any person outside of Recipients organization or, except on aneed-to-know basis, within Recipients organization. The obligations of Recipient hereunder shall apply to all Proprietary Information (whether oral or written, in drawings, or machine-readable form) furnished to Recipient by Discloser hereunder, whether or not expressly marked confidential.
2. The above restriction on use and Disclosure shall not apply to any information if the same:
(a) is inthe public domain through the lawful action of parties other than Recipient;
(b) is required to be disclosed as a result of a final order of a court of appropriate jurisdiction in a proceeding in which Discloser has had an opportunity to contest Disclosure; or
(c) was in Recipients possession through lawful means or was independently developed by Recipient prior (in either case) to Disclosure.Recipient shall not rely upon (a) or (c) above unless Discloser has agreed in writing that such exception is available.
3. Notwithstanding anything to the contrary contained in any other document, Recipient shall promptly return to Discloser at any time, upon Disclosure Request, all documents and tangible items of the Proprietary Information furnished to Recipient by Discloser and their copies madeor permitted to be made by Recipient, other than those which were destroyed prior to Disclosure request.
4. Under no circumstances shall Recipient (a) make any use of the Proprietary Information for its own account other than as expressly permitted by Discloser in writing, or (b) cause, permit or enable any third party to make any use of the Proprietary Information without the prior written consentof Discloser in a document expressly giving such consent (by reference to this paragraph) and executed by an authorized representative of Discloser.
5. This Agreement shall continue in force with respect to particular information until five (5) years after the date of Disclosure of such Proprietary Information.
6. In the event of breach of this Agreement, Recipient agrees that Discloser shall beentitled to the remedy of specific performance in addition to any other remedies, which Discloser may have.
7. This Agreement shall be governed by and construed in accordance with the laws of Arizona without reference to its conflict of law principles. The Arizona courts shall have exclusive jurisdiction for the first instance over any lawsuit in connection with this agreement. In the event of...