秘密保持契約書の見本（英語／日本語）

1、秘密保持契約書見本（英語版日本語版）業務提携資金調達検討、候補提携先出資企業対自社機密情報公開必要生。際、情報濫用漏洩問題損害防止目的交秘密保持契約。以下英文秘密保持契約書（Non Disclosure Agreement : NDA）他、日本語訳紹介。示日本語訳、飽英文契約書内容理解前提、逐語訳。従、契約書使用可能、予了承。*注)：同文書英文秘密保持契約書関見本、実際契約法務専門家相談勧。本利用引用発生損害対、弊社一切責任負。<SAMPLE> Confidentiality Agreement This CONFIDENTIALITY AGREEMENT (the "A

2、greement") is by and between Company A (hereinafter "Disclosing Party"), and Company B (hereinafter "Recipient").WHEREAS, Recipient has requested information from Disclosing Party in connection with consideration of a possible transaction or relationship between Recipient an

3、d Disclosing Party.WHEREAS, in the course of consideration of the possible transaction or relationship, Disclosing Party may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Disclosing Party and his/its activities.THEREFORE, the parties agree to e

4、nter into a confidential relationship with respect to the disclosure by Disclosing Party to Recipient of certain information.· Definitions. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or o

5、ther utility in the business or prospective business of Disclosing Party. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of Disclosing Party whether or not such information is identified as Confidential Information by Dis

6、closing Party. By example and without limitation, Confidential Information includes, but is not limited to, the following:For purposes of this Agreement, the term "Recipient" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies

7、of Recipient. For purposes of this Agreement, the term "Representative" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors.· Exclusions. Confidential Information does not include information that Recipient can demonstrate: (a

8、) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to

9、Disclosing Party; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Disclosing Party; or (d) is independently developed by Recipie

10、nt without use of or reference to the Confidential Information.· Confidentiality. Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in paragraphs 4 and 5 of this Agreement, and shall hold and maintain the Confid

11、ential Information in strictest confidence. Recipient hereby agrees to indemnify Disclosing Party against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Disclosing Party as a result of a breach of this Agreement by Recipient or its Representatives.

12、3; Permitted Disclosures. Recipient may disclose Disclosing Party's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationshi

13、p with Disclosing Party and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confi

14、dential Information.· Required Disclosures. Recipient may disclose Disclosing Party's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Disclosing Party a reasonable opportunity to review the disclosure before it

15、is made and to interpose its own objection to the disclosure.· Use. Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Disclosing Party and shall not in any way use the Confidential Informatio

16、n to the detriment of Disclosing Party. Nothing in this Agreement shall be construed as granting any rights to Recipient, by license or otherwise, to any of Disclosing Party's Confidential Information.· Return of Documents. If Recipient does not proceed with the possible transaction with Di

17、sclosing Party, Recipient shall notify Disclosing Party of that decision and shall, at that time or at any time upon the request of Disclosing Party for any reason, return to Disclosing Party any and all records, notes, and other written, printed or other tangible materials in its possession pertain

18、ing to the Confidential Information immediately on the written request of Disclosing Party. The returning of materials shall not relieve Recipient from compliance with other terms and conditions of this Agreement.· No Additional Agreements. Neither the holding of discussions nor the exchange of

19、 material or information shall be construed as an obligation of Disclosing Party to enter into any other agreement with Recipient or prohibit Disclosing Party from providing the same or similar information to other parties and entering into agreements with other parties. Disclosing Party reserves th

20、e right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to a transaction between Recipient and Disclosing Party and to terminate discussions and negotiations with Recipient at any time. Additional agreements of the parties, if any, shall

21、be in writing signed by Disclosing Party and Recipient.· Irreparable Harm. Recipient understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be

22、 difficult to ascertain, and therefore agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as Disclosing Party shall deem app

23、ropriate. Such right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party at law or in equity. Such right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party at law or in equity. Recipient expressly waives the d

24、efense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by Disclosing Party.· Survival. This Agreement shall continue in full force and effect at all times.· Successors and Assigns. This Agreement an

25、d each party's obligations hereunder shall be binding on the representatives, assigns, and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of Recipient hereunder are not assignable.· Gove

26、rning Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties hereby irrevocably consent to the jurisdiction of the state and federal courts located in San Francisco, California, in any action arising out of or relating to this Agree

27、ment, and waive any other venue to which either party might be entitled by domicile or otherwise.· Attorney's Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be awarded its attorneys'

28、fees and costs incurred.· Counterparts and Right. This Agreement may be signed in counterparts, which together shall constitute one agreement. The person signing on behalf of Recipient represents that he or she has the right and power to execute this Agreement.· Entire Agreement. This Agre

29、ement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, with respect to the subject matter. This Agreement is not, howe

30、ver, to limit any rights that Disclosing Party may have under trade secret, copyright, patent or other laws that may be available to Disclosing Party. This Agreement may not be amended or modified except in writing signed by each of the parties to the Agreement. This Agreement shall be construed as

31、to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof.Date: ("Disclosing Party")By:Title: President, G, Inc.("Recipient")By:Title:秘密保持契約書見本本秘密保持契約書甲社（以下：情報提供者）乙社（以下：

32、情報被提供者）間締結。情報被提供者、情報提供者間将来起得取引関係鑑、情報提供者対情報開示求。将来起得取引関係考慮上、情報提供者情報提供者自身活動関機密、重要情報提供者排他的扱権利有情報情報被提供者開示。従両者、情報提供者情報被提供者対情報開示関秘密保持契約締結合意。1. 定義 秘密情報、情報提供者商業的価値事業将来的遂行予測事業有益、有益得情報物全含。秘密情報、情報提供者秘密情報認識否関、許可通知開示情報提供者利益損得含。例、限定、秘密情報以下内容指：情報被提供者情報被提供者代表企業、支店、子会社、関連会社全含。代表者言葉情報被提供者役員、社員、代理人、財務法務他顧問広意味。2. 例外 秘密情報以下情報含。、(a) 契約締結時点、情報被提供者情報源秘密保持契約書他法的守秘義務課文書規定事実知前提、既情報所持、(b)現在今後、情報被提供者手、情報被提供者落度一般 知、(c) 情報提供者課義務抵触第三者正当入手、(d) 秘密情報使用、参照情報被提供者独自作出、情報被提供者証明。3. 秘密保持 情報被提供