Nda translate plus

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CONFIDENTIALITY AGREEMENT 04 November 2016 This Agreement is between: TRANSLATE PLUS LIMITED AND Incorporated with Company No. 6674541 Whose registered office is at 5 Waterside, 44-48 Wharf Road, London N1 7UX, UK Nguyen Binh Minh Donganh, Hanoi, Vietnam DEFINITIONS: “Confidential means all information relating to a Party to this Agreement (“Relevant Party”) which might Information”: fairly be considered to be of a confidential nature and includes, but is not limited to: information of whatever nature relating to the Relevant Party which is or has been obtained, whether in writing, pictorially, in machine-readable form, orally or by observation during visits, by the other Party or its Representatives from the Relevant Party or its Representatives or which comes to the Relevant Party’s attention in connection with the Permitted Purpose; and his Agreement. “Party” or “Parties”: means translate plus and/or the Recipient as appropriate. “Permitted Purpose”: means documents and literature for translation “Representatives”: means, in respect of each Party, its directors, officers, employees, agents and advisers (including lawyers, accountants, consultants, bankers and financial advisers). BACKGROUND: (A) translate plus and the Recipient have each requested the other make available, subject to the provisions of this Agreement, Confidential Information in order to assess the value of any co- operation between the parties for the Permitted Purpose; and (B) The Parties, for their mutual benefit, wish to exchange such Confidential Information subject to the terms of this Agreement.

Transcript of Nda translate plus

CONFIDENTIALITY AGREEMENT

04 November 2016This Agreement is between:

TRANSLATE PLUS LIMITED AND

Incorporated with Company No. 6674541Whose registered office is at5 Waterside, 44-48 Wharf Road, London N17UX, UK

Nguyen Binh Minh

Donganh, Hanoi, Vietnam

DEFINITIONS:“Confidential means all information relating to a Party to this Agreement (“Relevant Party”) which mightInformation”: fairly be considered to be of a confidential nature and includes, but is not limited to: information of whatever nature relating to the Relevant Party which is or has beenobtained, whether in writing, pictorially, in machine-readable form, orally or byobservation during visits, by the other Party or its Representatives from the Relevant Party or its Representatives or which comes to the RelevantParty’s attention in connection with the Permitted Purpose; and his Agreement.“Party” or “Parties”: means translate plus and/or the Recipient as appropriate.“Permitted Purpose”: means documents and literature for translation“Representatives”: means, in respect of each Party, its directors, officers, employees, agents and advisers(including lawyers, accountants, consultants, bankers and financial advisers).BACKGROUND:(A) translate plus and the Recipient have each requested the other make available, subject to the provisions of thisAgreement, Confidential Information in order to assess the value of any co-operation between the parties for thePermitted Purpose; and(B) The Parties, for their mutual benefit, wish to exchange such Confidential Information subject to the terms of thisAgreement.

IT IS AGREED as follows:1. The Parties hereby undertake to keep the following information secret and confidential at all times, and notdivulge it to, or permit it to be divulged to, any third party other than a Representative, unless otherwiseauthorised in writing by a director of the Relevant Party:1.1. any and all of the Confidential Information disclosed by a Relevant Party, or created, discussed or developedwhether directly or indirectly between translate plus and the Recipient relating to the Permitted Purpose; and1.2. the fact that discussions are taking place between translate plus and the Recipient relating to the PermittedPurpose; and1.3. not to make use of any such Confidential Information without the Relevant Party's prior written consent otherthan for the Permitted Purpose.2. Nothing herein shall oblige either Party to enter into any further agreement relating to the Permitted Purpose.3. Confidential Information shall be disclosed only to those Representatives who are necessarily concerned inthe Permitted Purpose and the Parties shall inform each of the said Representatives of the confidential natureof the Confidential Information and of the obligations on the Parties in respect thereof and each Party shallprocure that its Representatives observe the terms of this Agreement and it shall be responsible for any breachby its Representatives.4. In this Agreement “translate plus" means translate plus AND all associated companies of translate plusand includes each and any subsidiary or holding company of translate plus and each and any subsidiary ofa holding company of translate plus and shall be for the benefit of each and every one of them.5. The foregoing restrictions on the Parties shall not apply to Confidential Information which:5.1. the Relevant Party can prove by documentary evidence, was already in its possession and was at its freedisposal before the disclosure hereunder; or5.2. is hereafter disclosed to a Relevant Party without any obligations of confidence by a third party who has notderived it directly or indirectly from a Relevant Party; or5.3. is or becomes generally available to the public through no act or default on the part of a Relevant Party or theRelevant Party's parent company or its Representatives.6. To secure the confidentiality attaching to the Confidential Information, the Parties shall:6.1. make copies of the Confidential Information only to the extent that the same is strictly required for the PermittedPurpose by the Party; and6.2. on request of a Relevant Party made at any time shall deliver up within a reasonable period all documents andother material in the possession custody or control of the party that bear or incorporate any part of theConfidential Information.6.3. not use the Confidential Information directly or indirectly to procure a commercial advantage over the RelevantParty.7. Following the date of any termination of this Agreement, or any return of Confidential Information (“Final Date”),(a) the Parties or its Representatives shall make no further use of the Confidential Information, and (b) theParties’ obligations under this Agreement shall continue in force thereafter, in respect of any ConfidentialInformation disclosed prior to the Final Date.8. This shall in no way affect the proprietary intellectual property rights of the Parties which shall belong and bevested exclusively in the Parties.9. The Parties acknowledge and agree that all property, including without limitation all intellectual property rights,in the Confidential Information disclosed pursuant to this Agreement shall remain with and be vested in theRelevant Party and that the Parties shall not acquire any intellectual property rights in the ConfidentialInformation or in any information derived from it.

General Terms:1. No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of theParties. The headings used in this Agreement are purely for convenience and do not affect its constructionor interpretation.2. Neither Party may assign, transfer, charge or otherwise dispose of any of its rights under this Agreement orsub-contract, transfer or otherwise dispose of any of its obligations under this Agreement without the priorwritten consent of a director of the Relevant Party.3. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes anyprevious agreement between the Parties relating to the subject matter of this Agreement.4. Each provision of this Agreement is independent and severable from the remaining provisions andenforceable accordingly. If any provision of this Agreement shall be unenforceable for any reason butwould be enforceable if part of the wording thereof were deleted or amended, it shall apply with suchdeletions or amendments as may be necessary to make it enforceable whilst preserving the intention of theprovision.5. The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law doesnot constitute a waiver of the right or remedy or a waiver of other rights or remedies.6. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by aperson who is not a party to this Agreement.7. This Agreement shall be governed by and construed in accordance with the law of England and Wales.Each Party irrevocably submits to the non-exclusive jurisdiction of the England and Wales over any claimor matter arising under or in connection with this Agreement.In consideration of the Parties, directly or indirectly, disclosing Confidential Information to the other, the Partieshereby undertake to be bound by the obligations of confidentiality set out in this Agreement.Signed for and on behalf of Recipient: Nguyen Binh MinhPrint name: Nguyen Binh MinhTitle: staffDate: 04 November 2016Signed for and on behalf of Translate Plus Limited:Print name: .......................................................Title: .......................................................Date: .......................................................