NDA-Standard Non-Disclosure Agreement English VersionNON-DISCLOSURE AGREEMENT between and WHEREAS The parties may have disclosed and will further disclose certain confidential information hereinafter

onfidentiality or secrecy with respect to the Information; or (ⅳ) is independently developed by the Receiving Party without reference to the Information. 2. The Receiving Party agrees to hold the Information in strict confidence and to use the Information solely for the Purpose. The Receiving Party further agrees to take all reasonable precautions to prevent any unauthorized disclosure of the Information. 3. The Receiving Party shall limit access to the Information to its employees, agents and representatives who have a need to know the Information for the Purpose and who are bound by obligations of confidentiality and non-use at least as restrictive as those set forth in this Agreement. 4. The Receiving Party shall not copy, reproduce or duplicate the Information in whole or in part, except as necessary for the Purpose, without the prior written consent of the Disclosing Party. 5. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure of the Information, or any other breach of this Agreement, and shall take all reasonable steps to prevent further unauthorized use or disclosure. 6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Disclosing Party is located. 8. This Agreement may not be amended except in writing signed by both parties. 9. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. 10. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. [Disclosing Party] By: ___________________________ Name: _________________________ Title: __________________________ [Receiving Party] By: ___________________________ Name: _________________________ Title: _________________________