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Example Bilateral Nda
Example Bilateral Nda
BILATERAL CONFIDENTIAL DISCLOSURE AGREEMENT
This Bilateral Confidential Disclosure Agreement (“Agreement”) will confirm the mutual interest of
(”_________), located at _____________________and National Health Research Institutes (“NHRI”),
located at 35, Keyan Road, Zhunan Town, Miaoli County 350, Taiwan, R.O.C. in disclosing to each
other certain proprietary information for the purpose of exploring the possibility of a commercial
arrangement relating to [pls insert subject matter] (the “Purpose”). shall disclose
certain non-public information relating to [pls insert subject matter] and NHRI shall disclose information
relating to [pls insert subject matter] (as to either party“ Confidential Information”) (Appendix [pls insert
number or code]). Each party will disclose, receive and evaluate the Confidential Information received
from the other under the following terms and conditions:
1. Promptly following the full execution of this Agreement, each party shall, at its own discretion,
disclose to the other party certain of its Confidential Information for the Purpose herein.
2. Each party will promptly evaluate the other’s Confidential Information and advise the other party of
its interest, or lack thereof, in a further arrangement. If either or both parties are not interested, or an
Arrangement is not entered into, the receiving party shall return the disclosing party’s Confidential
Information to the disclosing party within thirty (30) day at the written request of disclosing party,
subject to retention of one (1) complete record copy thereof to monitor compliance with this
Agreement.
3. During the term of this Agreement, including any extension thereof, a party who has received
Confidential Information hereunder (the “Receiving Party”) shall not disclose, and shall exercise all
reasonable care to prevent the disclosure of, Confidential Information received from the other party
(the “Disclosing Party”) hereunder, and shall not use or permit Confidential Information to be used
for any purpose other than the Purpose indicated in this Agreement without the Disclosing Party’s
prior written approval. Confidential Information as to either party shall include all of the other party’s
Confidential Information disclosed hereunder in writing and marked “Confidential”(or, if initially
disclosed orally, visually and/or in another form and identified at the time of initial disclosure as
confidential, thereafter confirmed in a writing marked “Confidential” and provided to the Receiving
Party within one(1)month of initial disclosure), as well as information materially developed therefrom,
except any portion thereof which:
a) is known to the Receiving Party before receipt thereof under this Agreement or is independently
developed by or for the Receiving Party without benefit of the Confidential Information supplied
hereunder, as evidenced by such party’s written records;
b) is disclosed to the Receiving Party without restriction after acceptance of this Agreement by a third
party having a legal right to make such disclosure; or
c) is or becomes part of the public domain through no breach of this Agreement by the Receiving
Party;
Each of the Receiving Party’s employees, consultants, advisers, managers, officers, directors,
affiliates, subsidiaries, parent companies and any entity or individual directly or indirectly controlling
the Receiving Party or directly or indirectly controlled by the Receiving Party shall be subject to the
confidentiality obligations set forth in this Agreement. Any breach of the confidentiality obligations
herein by any of the foregoing persons or entities shall be deemed as a breach of this Agreement by
the Receiving Party.
4. Nothing in this Agreement shall be construed to restrict the parties from disclosing Confidential
Information as required by law or court order or other governmental order or request, provided in each
case the party requested to make such disclosure shall timely inform the other party in written form
and shall use all reasonable efforts to limit the disclosure and maintain the confidentiality of such
Confidential Information to the extent possible. In addition, the party requested to make such
disclosure shall permit the other party to attempt to limit such disclosure by appropriate legal means.
5. Neither party shall disclose the existence or terms of this Agreement or the fact that it is evaluating
the other’s Confidential Information, and neither party shall use the name of the other in any publicity
or advertising without the other party’s prior written approval.
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