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The translation service confidentiality agreement template was edited and edited by JADE TRAN JAPAN based on the agreement on the terms of the signing between the two parties’ representatives.

This is the most standard sample for readers to refer to.

Confidentiality Agreement

This Agreement is entered into by and between (Information Provider) and (Information Receiving Party) regarding the confidentiality of information provided by a party to the agreement (the “Information Provider” ) to the other party (“Receiving Party”) for the purpose of evaluating a potential transaction between the parties (“Purpose”).

Article 1 Definition

1. “Confidential Information” is understood to mean all technical, business, management, personnel and other information provided by the Information Provider to the Information Receiving Party (including information provided by the Information Provider to the Information Recipient). information provided by the parent company or related party of the party providing the information), regardless of whether such information is marked or identified as “Confidential” or not, regardless of whether the information is in written form, word of mouth or any other method.
2. Confidential Information does not include information that:
   • was known to the public at the time of offering;
   • becomes part of the information known to the public after disclosure other than through a wrongful act of the Receiving Party;
   • was legally owned by the Receiving Party at the time such information was provided to the Receiving Party;
   • created independently by the Receiving Party without any access to the Confidential Information; or
   • received by the Receiving Party lawfully from a third party who has the right to disclose such information, without breach of any confidentiality obligation.
3. Confidential Information includes derivative information copied, processed, adapted, etc. from Confidential Information.

Article 2 Authority

1.  The two parties acknowledge that the Information Providing Party or the Information Receiving Party each has the right to provide Confidential Information to the other party.

Article 3 Confidentiality

1. The Receiving Party has the following obligations regarding Confidential Information.
   • The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.
   • The Receiving Party shall not provide, disclose or lend Confidential Information to any third party (except its related party when that party needs to know the Confidential Information for the Purpose). nor shall any other third party use the Confidential Information without the prior written consent of the Information Provider.
   • If the Receiving Party provides Confidential Information to any third party other than with the Disclosing Party’s consent or to its related party as provided above, the Receiving Party must enter into a written agreement with such third party or related party to bind such third party or related party to obligations identical to the obligations to which the Receiving Party is bound under the regulations in this Agreement.
   • The Receiving Party must limit access to the Confidential Information to only its employees and workers who need to know the Confidential Information to fulfill the Purpose. The Receiving Party shall notify employees and workers who have access to such Confidential Information of the confidentiality obligations set forth herein and shall ensure that such employees and workers comply with these obligations. this security service.
   • The Receiving Party must protect Confidential Information in accordance with its internal rules to avoid unauthorized use or disclosure, must handle Confidential Information in accordance with regulatory standards, and all possible measures to protect the interests of the Information Provider in relation to the Confidential Information.
2. The Receiving Party may provide Confidential Information to attorneys, patent attorneys, licensed public accountants, and licensed tax consultants who are subject to any statutory duty of confidentiality. of law and need to know the Confidential Information to fulfill the Purpose.
3. If the Receiving Party is required to provide Confidential Information to an administrative, judicial or legislative agency (“Public Authority”) pursuant to a provision of law, the Receiving Party may provide Confidential Information for State Agencies under the following conditions:
   • The Receiving Party must promptly notify the Information Providing Party of that State Agency’s request;
   • The provision of information will be limited to the scope of the obligation to provide information according to the provisions of law that the Receiving Party must comply with; and
   • The Receiving Party must use its best efforts to ensure the confidentiality of the Confidential Information by the State Agency.

Article 4 Information Manager

1. The two parties designate the following individuals as responsible for managing Confidential Information. If a party changes its Information Manager, that party will promptly notify the other party of its new Information Manager.
   Information Manager Information Provider
   Full
   name:
   Position:
   Working department:
   Information Receiving Party
   Full name:
   Position:
   Working department:
2. The Information Providing Party may, at any time if it considers it necessary, request the Information Manager of the Information Receiving Party to report on the storage conditions of Confidential Information. The Receiving Party’s Information Manager must submit the above report in writing within ten (10) business days of the Information Providing Party’s request.

Article 5 Intellectual Property Rights

1. The Disclosing Party’s provision of Confidential Information to the Receiving Party shall not confer on the Receiving Party any right or consent under any patent, invention, trademark or trade, copyright or any other intellectual property rights relating to the Confidential Information.
2. If the Receiving Party has any invention or creation based on the Confidential Information (“Invention”), the Receiving Party shall promptly notify and disclose such Invention to the Disclosing Party. . The Information Receiving Party and the Information Providing Party will agree on the conduct of such Invention, including filing a patent application.

Article 6 No Commitment

1. Unless any other legally binding agreement is created between the parties, the execution and performance of this Agreement shall not be deemed to constitute a commitment by either party to enter into any transaction. any trade, license or transfer between the parties to this Agreement.
2. The parties shall each bear any costs or obligations of their own arising out of the execution or performance of this Agreement, and shall not claim compensation for such costs or obligations.

Article 7 Damages

1. If the Receiving Party breaches any provision of this Agreement and the Disclosing Party may suffer loss or damage from such breach, the Receiving Party shall promptly take appropriate measures. appropriate to prevent further loss or damage, and to indemnify the Information Provider for all damages, losses, liabilities or costs incurred by the Information Provider as a result result of that violation.
2. In the above event, the Receiving Party will comply with all appropriate instructions of the Information Providing Party to prevent further loss and damage from occurring.

Article 8 Refund

1. Upon written request by the Disclosing Party or upon termination or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information and copies thereof. of that information.
2. The Information Providing Party may, in lieu of reimbursement, request the Information Receiving Party to destroy or dispose of the Confidential Information and shall be responsible for such destruction or destruction. In this case, the Information Receiving Party will notify in writing and warrant to the Information Providing Party regarding such destruction or disposal.

Article 9 Term

This Agreement is effective for 1 year from the date . The provisions of Articles 3, 7, 8, 9 and 10 remain in effect for 3 years after this Agreement terminates or expires.

Article 10 Applicable Law and Jurisdiction

1. This Agreement is governed by and interpreted in accordance with the laws of Vietnam.
2. The two parties agree that all disputes related to this Agreement will be resolved by arbitration at the Vietnam International Arbitration Center (“VIAC”) in Hanoi for final settlement according to the Rules of Arbitration Procedures. in effect at the time of this Center dispute (“the Rules”), with all proceedings taking place in English. The arbitration panel consists of three arbitrators appointed in accordance with the Rules. The arbitrator’s award is final and binding on the parties. Neither party may have recourse to a court or any other authority seeking to invalidate, modify or review the arbitration award. The parties’ costs in connection with any arbitration must be paid in accordance with the provisions of the arbitration award.