翻译求助-一个协议，怎么翻译都很别扭，请大家帮忙？ "Confidential Information" as used herein shall mean any and all information embodied in data, technical knowledge, specifications, chemical make-up, equipment, materials and/or other communications, relating to Disclosing Party and/or its parent company and any of its direct or indirect subsidiaries, the Technology (including but not limited to the nature or the existence of research and/or development projects, formulas, designs, products, processes, stocks, manufacture, costs, prices, sales plans, customer lists and all data connected herewith) and/or the Project, including but not limited to the design, construction or operation of the facilities, equipment and/or feedstock and/or products and/or business of the Disclosing Party, (a) that has been disclosed or provided by the Disclosing Party to the Receiving Party in written, graphical or other tangible form including but not limited to information disclosed previously to Receiving Party or, (b) that may be learned, acquired or derived by the Receiving Party during any examination of the said information or during any negotiation or discussions concerning the Project, or, (c) that may be prepared by the Receiving Party which contains or otherwise reflects the said information or any results pursuant to the examination of the information. 1.2 “Agreement” as used herein shall mean this, the present confidentiality agreement. 1.3 ”Affiliate(s)” of a party as used herein shall mean any natural or legal person which directly or indirectly controls, is controlled by or is under common control with such party. For purposes of this definition, the term control shall mean the ownership of more than fifty percent (50%) of the voting rights of a person. Article 2 – Disclosure and Confidentiality Arrangements 2.1 Disclosing Party may disclose so much of its Confidential Information to the Receiving Party as the Disclosing Party deems appropriate in the circumstances but Disclosing Party is, remains and will be exclusively entitled to and owner of any and all Confidential Information, and no right or license is or will be deemed to be or have been granted to Receiving Party on account of such disclosure. Such disclosure will always be subject to Receiving Party being the enduser to Disclosing Party for the above Project. 2.2 In consideration of any Confidential Information received, learned, acquired, derived or prepared pursuant to this Agreement, Receiving Party undertakes: (a) to treat the Confidential Information as strictly confidential, not to divulge to any third party (including but not limited to Affiliates) or sell, trade, publish, reproduce or reverse engineer any of the Confidential Information and, to use any Confidential Information only for the Purpose and not for any other purpose in any manner, without Disclosing Party’s prior written consent; (b) not to make known or cause to be made known to any third party, including but not limited to Affiliates, affiliated parties nor to any company or organization, any knowledge of or on Project or the agreements in connection with the Purpose unless such knowledge previously was or became “of public record”, without any reason attributable to Receiving Party; (c) not to make or have made any analysis or any observation of the physical or structural characteristics and/or chemical composition of any Confidential Information provided in material form, directly or indirectly (other than those physical analyses reasonably necessary for the Purpose); (d) not to use any Confidential Information for any other purpose than the Purpose, and not to file any patent application or other similar protection for inventions solely or partly based on Confidential Information. 2.3 The obligations and restrictions set forth in Article 2 paragraph 2.2 of this Agreement shall not apply to Confidential Information of which: (a) Receiving Party can prove by documentary evidence to have been in its lawful and free possession or in the public domain prior to the Disclosing Party’s first direct or indirect disclosure thereof to the Receiving Party; (b) Receiving Party can prove by documentary evidence to have become, after its disclosure to it, part of the public domain by publication or otherwise through no reason attributable to Receiving Party; (c) Receiving Party can prove by documentary evidence to have received from a third party who did not acquire it directly or indirectly from the Disclosing Party and who was entitled to disclose same to the Receiving Party without restrictions. Specific Confidential Information shall not be deemed to be within any of these exclusions merely because it is embraced by more general published or available information. In addition, any combination of features shall not be deemed to be within the exclusions merely because individual features are within the exclusions, but only if the combination itself and its principle of operation are within the exclusions. 2.4 In addition to the above obligations, and without prejudice to the other obligations of Receiving Party, Receiving Party shall, in the handling and storage of the Confidential Information, employ controls, protections and safeguards at least as stringent as it would employ in the handling and storage of its own proprietary data and information and shall restrict access to the Confidential Information only to such limited number of its employees: (a) who are directly concerned in the Receiving Party’s work for the Project, and (b) whose knowledge of the Confidential Information is essential for such work, and (c) who are under a written obligation of sufficient scope to obligate them to maintain the confidentiality of confidential information of third parties in the Receiving Party’s possession, and (d) who are advised of the obligation undertaken herein by Receiving Party, as well as of the confidentiality of Confidential Information, and that such Confidential Information is Disclosing Party’s property; The Receiving Party so disclosing Confidential Information to its representatives shall ensure compliance by such employees and be liable to the Disclosing Party for the due compliance with said obligations. 2.5 In the event Confidential Information received must be disclosed to authorized government agencies pursuant to an irrevocable court order on the basis of the operation of law, or governmental regulation, Receiving Party undertakes to inform the Disclosing Party forthwith of such obligation in order to allow such Party to seek remedy against such disclosure, or to take other measures at its discretion. In the mean time Receiving Party undertakes to: - advise such governmental agencies of the fact Receiving Party has no rights to Confidential Information, and that all rights vest in Disclosing Party, and, - it is under an obligation of confidentiality and is not allowed to disclose any Confidential Information, and, - take any and all applicable preventive procedures and measures to oppose such requests for and on behalf of Contractor and/or Disclosing Party, and - in case all procedural means are exhausted and Confidential Information has to be disclosed to such governmental agency pursuant to such irrevocable court order to: - disclose only that portion of the Confidential Information as strictly required needed to comply with such court order, and, - disclose the Confidential Information only to such persons as such court order requires, but always subject to appropriate binders of Confidentiality, Non Disclosure and Restrictions to use. Receiving Party and/or Disclosing Party has the right in such case to terminate Receiving Party’s use and application of Confidential Information in accordance herewith, and Receiving Party undertakes to desist and terminate use and application of Confidential Information. Receiving Party shall in such case return all Confidential Information to Disclosing Party. 2.6 Receiving Party further undertakes: (a) in the event Confidential Information becomes part of the public domain, or (b) was in its possession, or (c) is received by it as provided in this Agreement, all in accordance with Article 2 above, not to divulge to any third party that it received such information from Disclosing Party or that Parties are developing or applying such information in their works and/or laboratories. 2.7 All rights to the Confidential Information shall remain vested in the Disclosing Party and the Disclosing Party may demand the return thereof at any time, upon giving written notice to the Receiving Party. Within 30 days of receipt of such notice, the Receiving Party shall return all of the original Confidential Information and shall destroy all copies and reproductions (including in electronic form) in its possession and in the possession of its representatives to whom it was disclosed pursuant to this Agreement. Disclosing Party shall record any Confidential Information provided. 2.8 Neither this Agreement nor any Confidential Information disclosed shall be construed to grant any rights in or licenses to the Confidential Information, to the Receiving Party, nor be construed to grant any such rights. 2.9 Receiving Party shall apply any Confidential Information for its own risk and without any liability for Disclosing Party, including but not limited to its obligations as Subcontractor during basic or further engineering, construction and (putting into) operation of the Project, the distribution and use or application of Confidential Information by Receiving Party and/or any third party having acquired same directly or indirectly from Receiving Party or using it for or on behalf of Receiving Party. 2.10 Receiving Party will indemnify, defend and hold Disclosing Party and its Affiliates harmless from any and all claims and damages in this respect. Article 3 – Miscellaneous 3.1 This Agreement covers all Confidential Information. Confidential Information may only be disclosed to Receiving Party and Receiving Party shall only be permitted to use it for the Purpose, as long it is the enduser for the Project. Immediately upon Receiving Party no longer being the enduser of the Project, Receiving Party shall no longer be entitled to use or apply Confidential Information and return the same to Disclosing Party. 3.2 This Agreement is not assignable or transferable without the prior written consent of the Disclosing Party. For purposes hereof, a change of the direct or indirect ownership or control of Company will require Disclosing Party written consent. 3.3 The Disclosing Party makes no representations or warranties, express or implied, as to the quality, accuracy and completeness of the Confidential Information disclosed hereunder. The Receiving Party accepts all risk of reliance on the Confidential Information. 3.4 This Agreement shall be governed by and interpreted in accordance with the laws of the Netherlands excluding any choice of law rules, which may direct the application of the laws of any other jurisdiction. 3.5 In the event of any dispute arising out of or relating to this Agreement, the parties hereto will attempt to reach an amicable settlement of their differences. Failing such settlement the dispute shall be referred to arbitration and settled by arbitration according to the rules then in effect of the International Chamber of Commerce. Such arbitration shall be held in Rotterdam, The Netherlands and conducted in the English language before one arbitrator appointed in accordance with the said rules. The arbitration will be governed by the substantive law chosen by the parties hereto elsewhere in this Agreement and any award will be final and not subject to appeal. This agreement to arbitrate shall be enforceable in, and judgement upon any award may be entered in any court of any country having appropriate jurisdiction. A dispute shall be deemed to have arisen when either party notifies the other party in writing to that effect. These provisions shall not prevent either party to approach any court or other judicial forum in any country having appropriate jurisdiction to obtain timely injunctive or other relief in cases of urgency. 3.6 This Agreement comprises the entire agreement between the Parties concerning the Subject and no representations, warranties or negotiations between the Parties concerning the Subject shall have any legal effect whatsoever unless contained in this Agreement. 3.7 No amendments, changes or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorised representative of each of the Parties. 查看更多4个回答 . 4人已关注
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