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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 firstname.lastname@example.org or fax +1 (212) 983 0455 by Friday 31 March 2011.
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