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NON-DISCLOSURE AGREEMENT This non-disclosure agreement _“AGREEMENT

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NON-DISCLOSURE AGREEMENT This non-disclosure agreement _“AGREEMENT Powered By Docstoc
					                                   NON-DISCLOSURE AGREEMENT

   This non-disclosure agreement (“AGREEMENT”) is made on …………….., by and between:

   CANON EUROPA N.V., a Dutch corporation having its principal place of business at
   Bovenkerkerweg 59-61, 1185 XB Amstelveen, the Netherlands (“CANON”);

   AND………………………… (insert institution name, business and legal address) (“RECIPIENT”).
   Each of the above parties sometimes referred to hereinafter as a “PARTY” and jointly as the
   “PARTIES,”

   WITNESSETH:

   WHEREAS, RECIPIENT wishes to receive CONFIDENTIAL INFORMATION (as defined below)
   from CANON in accordance with the terms and conditions of this AGREEMENT for the purpose of
   pre-embargo creative development and production of CANON marketing material associated with
   the 1H 2011 CANON products. All associated information, images, and materials submitted to the
   RECIPIENT by CANON and subsequent marketing deliverables created by the RECIPIENT will be
   considered CONFIDENTIAL and applicable to the terms of this AGREEMENT (the “PURPOSE”).

   NOW, THEREFORE, the PARTIES agree as follows:

     1. The term “CONFIDENTIAL INFORMATION” as used in this AGREEMENT shall mean any and
          all information relating to any Canon product, which is disclosed hereunder by CANON to
          RECIPIENT. Generally, but under no circumstances exclusively, such CONFIDENTIAL
          INFORMATION is:
(i) in writing or in other tangible form (including facsimile transmission and any electronic form) and
     designated by the legend “CONFIDENTIAL” (or comparable legend), or if this is not practicable,
     accompanied by a cover letter identifying the information to be treated as CONFIDENTIAL
     INFORMATION hereunder;
(ii) disclosed orally or visually and designated confidential at the time of oral or visual disclosure and
     followed by a letter designated by the legend “CONFIDENTIAL” (or comparable legend) sent to the
     RECIPIENT within sixty (60) days of such disclosure and setting forth such oral or visual
     information to be treated as CONFIDENTIAL INFORMATION hereunder; or
(iii) contained in materials, hardware and/or software furnished hereunder and accompanied by a cover
     letter identifying the information to be treated as CONFIDENTIAL INFORMATION hereunder.

       Notwithstanding the qualifications in Sections (i) to (iii), any information disclosed to
       RECIPIENT by CANON relating to Canon products shall at all times be regarded as
       CONFIDENTIAL when the information by its nature is confidential.
       RECIPIENT hereby warrants that, during the term of this Agreement, the CONFIDENTIAL
       INFORMATION regarding Canon’s newly developed products, which are, before being publicly
   announced by CANON, under embargo, i.e. strict confidentiality, will be kept in strict confidence
   in accordance with the terms of this Agreement until CANON makes publicly available such
   CONFIDENTIAL INFORMATION.
   2. The scope of any disclosure of CONFIDENTIAL INFORMATION hereunder shall be
       determined by CANON at its sole discretion, and disclosure in any event shall be subject to
       obtaining such export licenses as may be required by the applicable laws and regulations of
       The Netherlands or other country involved. CANON provides no assurances hereunder that it
       will be able to obtain any necessary export licenses. If any governmental agency of The
       Netherlands or any other country makes any inquiry or requires documentation with respect
       to the export by CANON to RECIPIENT of any information or item and CANON notifies
       RECIPIENT thereof, RECIPIENT shall promptly respond to such notification and make such
       assistance as is necessary for CANON to respond to said inquiry or request.

   3. During the term hereof and thereafter, RECIPIENT shall keep the CONFIDENTIAL
      INFORMATION in strict confidence, and shall neither disclose it to any person, firm,
      corporation or entity nor use the same for any purpose other than the PURPOSE without the
      prior written consent of CANON. Notwithstanding the foregoing, RECIPIENT may disclose
      the CONFIDENTIAL INFORMATION to its officers and employees who need to know such
      CONFIDENTIAL INFORMATION in order to accomplish the PURPOSE; provided,
      however, that RECIPIENT shall bear all responsibility and liability to have such officers and
      employees comply with terms and conditions of this AGREEMENT, whether or not such
      officers and employees continue to be officers or employees of RECIPIENT.

   4. Notwithstanding Section 3 above to the contrary, RECIPIENT shall have no confidentiality
      obligation and no restriction on use hereunder with respect to any information which:

    (a) is or becomes publicly known or publicly available after the embargo date without
        RECIPIENT’S breach of this AGREEMENT; or
(b) is approved for release or disclosure to any third party without restriction by the prior written
authorization of CANON; or
(c) is required to be disclosed by law or by governmental or tax authorities, in which case
RECIPIENT shall inform CANON immediately.

   5. Any CONFIDENTIAL INFORMATION shall remain the property of CANON. Upon
      CANON’S request or upon termination or expiration of this AGREEMENT, RECIPIENT
      agrees promptly to (i) return all CONFIDENTIAL INFORMATION to CANON, including
      all copies thereof, or upon CANON’S request, (ii) destroy CONFIDENTIAL
      INFORMATION, including all copies thereof, and certify to CANON in writing the fact of
      such destruction.

   6. No license or right, express or implied, is hereby conveyed or granted by CANON to
      RECIPIENT for any patent, utility model, design patent or design registration, copyright,
      mask work or trademark and any application of the foregoing of CANON.
7. CANON MAKES NO, AND HEREBY DISCLAIMS ANY, WARRANTIES, EXPRESS OR
   IMPLIED, REGARDING ANY INFORMATION OR ITEM DISCLOSED OR
   FURNISHED BY CANON HEREUNDER, INCLUDING WITHOUT LIMITATION, ITS
   ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
   CANON SHALL NOT BE LIABLE OR OBLIGATED IN ANY MANNER

FOR ANY DAMAGES ARISING OUT OF SUCH INFORMATION OR ITEM EVEN IF
CANON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. RECIPIENT hereby acknowledges and warrants that:

 (i) RECIPIENT shall not store any CONFIDENTIAL INFORMATION in RECIPIENT’s
         intranet or extranet.
 (ii) RECIPIENT will not share any CONFIDENTIAL INFORMATION to any other person,
         firm, corporation or entity via e-mail. For the avoidance of doubt, RECIPIENT shall not
         share any CONFIDENTIAL INFORMATION via e-mail with any other entity other
         than its direct officers and employees;
 (iii) RECIPIENT shall appoint an authorized representative (“Contract Manager”) who will be
        responsible for managing this AGREEMENT and will act as the principal point of
        contact between CANON and RECIPIENT in relation to issues arising out of this
        AGREEMENT. RECIPIENT shall notify the name and contact details of the Contract
        Manager in writing to CANON within 2 (two) weeks as from the Effective Date. In the
        event of a change of the Contract Manager, RECIPIENT shall notify such change in
        writing to CANON with no unnecessary delay.
 (iv) RECIPIENT shall solely hold CONFIDENTIAL INFORMATION on electronic system for
         the purpose of receiving and processing such CONFIDENTIAL INFORMATION from
         CANON. RECIPIENT should immediately remove such CONFIDENTIAL
         INFORMATION once transferred to an off-line format.

9. RECIPIENT acknowledges that any breach of any of its obligations hereunder may cause
   irreparable harm to CANON and RECIPIENT must be liable to CANON for any direct,
   indirect, special or consequential damages suffered by CANON as a result of the breach of
   the confidentiality obligation hereunder by RECIPIENT. Without prejudice to the foregoing,
   in the event that RECIPIENT breaches any provision of this AGREEMENT and/or fails to
   satisfy the obligations mentioned in this AGREEMENT, RECIPIENT shall forfeit to
   CANON without any demand or notice of default being required an immediately payable
   penalty, which is not open to compensation, in the amount of EUR 50,000 (Fifty thousand
   Euros) for each such breach, or as the case may be, for each such non-performance. In
   addition to the foregoing, in the event RECIPIENT continues to breach this AGREEMENT
   or fails to perform its obligations hereunder RECIPIENT shall pay an additional amount of
   EUR 5,000 (Five thousand Euros) for each calendar day or any part thereof on which such
   breach or failure to perform continues. This penalty is without prejudice to the other rights of
   CANON, including its right to claim compensation for loss and/or demand performance in
   addition to the penalty aforesaid.
             10. It is understood that CANON does not desire to receive any confidential or proprietary
                 information or item from RECIPIENT and, accordingly, with respect to any information or
                 item disclosed or furnished by RECIPIENT to CANON, CANON shall not have any
                 confidentiality obligation, restriction on use and other restrictions and CANON may freely
                 use such information or item without restriction.

             11. This AGREEMENT contains the entire agreement and understanding between the PARTIES
                 as to the subject matter hereof, and may not be amended or modified except by a writing that
                 specifically refers to this AGREEMENT and is signed by the authorized representatives of
                 the PARTIES.

             12. This AGREEMENT shall become effective on the date first above written and continue to be
                 effective for an indefinite period, unless terminated earlier by CANON at any time on thirty
                 (30) days written notice to RECIPIENT, provided that Sections 2 through 10 above shall
                 survive any termination or expiration hereof.

             13. This AGREEMENT shall be governed by, and construed in accordance with, the laws of The
                 Netherlands, and the parties agree to submit to the exclusive jurisdiction of the courts of
                 Amsterdam.


      IN WITNESS WHEREOF, each PARTY has caused this AGREEMENT to be executed in
      duplicate originals as of the date below.
…………………………………………………..)
      Insert name of institution above
      Signature: ___________________ Signature: ______________________
          Name: Nigel Taylor Name: ______________________
          Title: CCI Marketing Director Title: ______________________
          Date: ______________________ Date: ______________________
          Send     the    completed     forms    to   Nubia    Martinez             either      by     email
          nubia.martinez@iaaglobal.org or
          fax +1 (212) 983 0455 by Friday 31 March 2011.