조우성 변호사의 Must Know : 영문 비밀유지약정서(NDA) 샘플

조우성 변호사의 Must Know 

영문 비밀유지약정서(NDA) 샘플

 

분야 / 지적재산권법

■ 질문

 

저희 회사(ABC Company)는 외국기업과 기술도입 협상을 진행하고자 합니다.

외국기업은 자신들이 원천기술을 갖고 있기에 자신들의 비밀들이 외부로 유출될 것을 꺼려해서 우선 NDA(Non Disclosure Agreement ; 비밀유지약정서)를 체결하자고 요청이 왔습니다.

NDA 초안은 자기네들이 보내 준다고 합니다.

우선 저희와 같이 정보를 받아들이는 쪽에 유리하게 작성된 영문 NDA 샘플을 부탁드립니다.

그 샘플이 있으면 외국기업이 NDA 초안을 보내올 경우 서로 비교해 볼 수 있을 것 같습니다.

■ 답변

아래의 서식을 참고하시기 바랍니다. 

NON-DISCLOSURE AGREEMENT

문서서식포탈비즈폼

 

 

  This Agreement made and entered into this __ day of __, 200__ by and between Disclosure Co., Ltd.(제공자 상호) , a corporation organized and existing under the laws of ___@@@@___ (제공자의 국가명) and having its principal office at _________________(제공자 주사무소 주소) (hereinafter referred to as the "Disclosing Party") and ABC Company, a corporation existing under the laws of the Republic of Korea and having its principal office at _______________________(주소) , (hereinafter referred to as "ABC")

 

 

WITNESSETH:

문서서식포탈비즈폼

 

 

 

  WHEREAS, the Disclosing Party has invented _______0000_______(비밀정보의 건명 등)(hereinafter referred to as the "Invention"), which is the property of the Disclosing Party;

 

  WHEREAS, the Disclosing Party has the right to disclose to others the Invention, supporting disclosure materials, and other written materials relating thereto, and prototypes and/or samples thereof (the "Confidential Information") ; and

 

  WHEREAS, ABC wishes to review the Confidential Information for the purpose of determination whether or not it is interested in acquiring a license and/or other rights from the Cisclosing Party which would enable ABC to undertake further development and sales embodying the Invention ;

 

  NOW, THEREFORE, in consideration of the premises and covenants herein contained, the parties hereto agree as fallows:

 

1. The Disclosing Party shall disclose to ABC the Confidential Information regarding the Invention. Such Confidential Information includes only that Information disclosed pursuant to this Agreement which is identified as Confidential Information in the following manner:

(a) If disclosed in written or document form, Confidential Information shall be clearly marked at the time of its disclosure as being confidential.

(b) If disclosed orally, visually or through observation or inspection of a party's facilities, devices, samples or other items, the Disclosing Party shall notify ABC at the time of disclosure that the information is confidential or proprietary and shall confirm to ABC in writing within thirty (30) days after disclosure that the information is Confidential Information. The written confirmation shall reference the place and date of disclosure and the persons to whom disclosed and shall describe and summarize in reasonable detail the Confidential Information disclosed.

 

2. Upon execution of this Agreement, a confidential relationship shall arise between the Disclosing Party and ABC, and ABC agrees to hold in confidence all Confidential Information disclosed to it by the Disclosing Party, and not to disclose such Confidential Information to the third party excluding any subsidiaries or affiliates of ABC and not to use such Confidential Information for a purpose not covered by this Agreement, unless:

(a) Such Confidential Information is already in the public domain prior to the date first written hereinabove;

(b) Such Confidential Information becomes a part of the public domain not due to some unauthorized act by or omission of ABC after this Agreement is executed;

(c) ABC or an affiliate or subsidiary company of ABC independently developed such Confidential Information ;

(d) such Confidential Information is disclosed to ABC by a third party who has the right to make such disclosure;

(e) Permission to disclose said Confidential Information or to make use thereof is obtained by ABC from the Disclosing Party in writing : or

(f) Disclosure is legally requested by the law or government.

 

3. ABC shall use such efforts to preserve the confidentiality of the Confidential Information disclosed with the same degree of care and the same controls that it normally uses to protect its own trade secrets and confidential or proprietary information to prevent disclosure, publication, dissemination or unauthorized use thereof.

 

4. If it is determined by either party hereto that an agreement relative to the use of the Invention cannot be successfully negotiated, ABC shall return or destroy, at the Disclosing Party's option any and all written material and/or prototypes and/or samples furnished by the Disclosing Party to ABC, except that ABC may retain one copy of written Confidential Information in its confidential files for record purposes only. The return of the material shall not affect the obligations of ABC to treat the Confidential Information disclosed to ABC as confidential and not to use same, which shall continue for a period of three (3) years from receipt of the Confidential Information by ABC.

 

5. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, but neither of the parties hereto shall assign this Agreement without the prior written consent of the other party.

 

6. No modification or waiver of any of the provisions of this Agreement shall be in force and effect unless in writing and signed by the parties hereto.

 

7. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea.

 

8. All disputes arising out of or in any manner relating to this Agreement which the parties do not resolve in good faith within thirty (30) days after either party notifies the other of its desire to such dispute or controversy shall be settled by arbitration in Seoul, Korea in accordance with the Commercial Arbitration Rules of the Korean Commercial Arbitration Board("KCAB"). The arbitration award shall be final and binding, and a judgment consistent therewith may be entered by any court of competent jurisdiction. The arbitrator shall not have the power to render an award of punitive damages. To the extent of any conflict, this paragraph shall supersede and control KCAB Rules.

 

 

 

IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written.

 

 

(Disclosing party)                              Name : Title : By :

ABC Company. Name : Title : By :

문서서식포탈비즈폼