英文による秘密保持契約書（Non Disclosure Agreement）作成のポイントとサンプル書式

“Confidential Information” in the Agreement is all of technical and business information about PartyＡ distributing to the Party B for the Transaction.

“Confidential Information” in the Agreement are all of information or material 　(but not limited to technical and business information ,business plans and proprietary business models, and/or media samples, prototype parts or other tangible embodiments of information) about PartyＡ distributing to the Party B for the Transaction.

“Confidential Information” in the Agreement is all of technical and business information which the Disclosing Party（who discloses Confidential Information prescribed in this Article among the parties,）marks confidential to the Receiving Party(who receives information by disclosing party about the party) for the Transaction by way of any of the following (1) to (4):

(1)Information in which such as “極秘”,㊙”, “秘密”（they mean secret）or “Confidential” is attached to the document and sample clearly stating by Disclosing Party”

(2) Information which Disclosing Party disclosed Receiving Party by an electromagnetic method (an electronic method, a magnetic method, an optical method, or a method which cannot be recognized by the perception of a person), and to the extent that the information is recognized, it is confidential to recognize that it is confidential, or information clearly stating that it is secret to the medium, package, attachment document (including information written by electromagnetic method) fixed information.

(3)  Information that the Disclosing Party has disclosed orally that it is confidential at the time of the disclosure.

(4)  Information on the structure, facilities, machinery, etc. within the facility which was made clear by inviting the Receiving Party to the Disclosing Party’s facility.

2　 Notwithstanding the provision of item 3 of the preceding paragraph, the information of item 3 above is not deemed to be Confidential Information unless Discloser Party marks such Confidential Information in writing within two (2) weeks from the day of the oral disclosure

Receiving party should not disclose Confidential information any parry．

Receiving party should not disclose Confidential information any third party without prior written disclosure’s content.

Receiving party should not disclose Confidential information any third parry with the exception of hereunder party.

Receiving party shall not use any Confidential Information for any reasons except to evaluate and engage in discussions concerning the Purpose.

In the event of Receiving Party receiving a sample by Disclosing Party, Receiving Party shall not analyze the sample without a prior written consent of Disclosing Party. The analysis for the sample is deemed to be Confidential Information, and Receiving Party shall report promptly the analysis result to Disclosing Party in writing.

All rights relating to Confidential Information (including inventions based on confidential information,) belong to Disclosing Party. Disclosure of Confidential Information under the Agreement shall not transfer or grant any rights under the Patent or other intellectual property right relating to such Confidential Information of Disclosing Party. Also, due to the disclosure of Confidential Information, Receiving Party does not have any rights related to Confidential Information.

In the event that this contract expires or Receiving Party receives a request from Disclosing Party, Receiving Party shall immediately return Confidential Material to Disclosing Party or discard it as instructed by Disclosing Party. The same shall apply to the copied medium or the like.

If the disclosing party suffers damage based on the leakage of confidential information due to a breach of the duty of confidentiality, the receiving party shall pay a penalty of ___yen to disclosing party unless it can prove that the damage was not caused by receiving party’s fault.

（１）The term of validity of this Agreement shall be one (1) year from the Effective Date. This agreement may be renewed automatically for another year unless either party objects to such renewal by informing the other parties in writing at least sixty (60) days before expiration of this agreement.

（２）The provisions of Articles 1, 2 and 3 shall remain in effect for three (3) years after the termination of the Agreement．