mobcastinc.(hereinafter “mobcast”)and ●●●(hereinafter “Company”) enter into this confidentiality agreement (hereinafter “Agreement”) relating to the confidentiality of information to be exchanged between them for the purpose of evaluation the potential business relationship (hereinafter “Project”), under the following terms and conditions:
Article 1(Purpose)
In this Agreement, mobcast and Company acknowledge that any transaction and business between mobcast and Company are based on mutual reliance in each other and shall perform and comply with the terms and conditions hereof in good faith and then shall keep confidential those matters as provided here in and shall keep a fair business relationship as the purpose here of.
Article 2 (Definition)
The term “Confidential Information” used in this Agreement means any and all properties (including but not limited to documents, books and tapes) lent, provided and/or otherwise disclosed and expressed as confidential information by mobcast to Company or by Company to mobcast as well as any and all tangible or intangible, and technical, business or other information of the confidential nature that the receiving party is able to know, provided that such information, if not expressed as confidential information when it is disclosed, shall be subject to a receipt of a written notice from the dis closing party that expresses such information is confidential within thirty (30) days from the disclosure.For the avoidance of doubt, Confidential Information shall include any confidential information of the one party that was provided by the other party before the execution here of expressed as confidential information. However, the following information shall not be included in Confidential Information.:
(1) Any information which is publicly known at the of lending, providing orotherwise beingdisclosed by the disclosing party to the receiving party;
(2) Any information which, after being lent, provided or disclosed by the disclosing party to the receiving party, becomes to be publicly known through no fault of the receiving party;
(3) Any information which the receiving party originally devised by such party after being lent, provided or disclosed by the disclosing party and such can be proven by the receiving party;
(4) Any information which has been owned by the receiving party before being lent, provided or disclosed by the disclosing party and such can be proven by the receiving party;
(5) Any information which is lawfully obtained without confidential obligation through the third party who has proper authority; or
(6) Any information which is obliged to disclose under the laws, or the order by government authority or the court.
Article 3 (Management of Confidential Information)
mobcast and Company shall strictly and securely storeany and all Confidential Information. Unless otherwise mutually agreed by both the parties, the receiving party shall not copy or otherwise leak any Confidential Information.
Article 4 (Use of Confidential Information)
Either party shall not use any the other party’s Confidential Information without a prior written consent by such party.
Article 5 (Maintenance ofConfidentiality)
1. mobcast and Company shall keep confidential any and all Confidential Information hereof and shall not disclose any Confidential Information to the third party.
2. To perform the obligation set forth in Article 5.1, mobcast shall assigns a manager responsible for Confidential Information and shall engage such manager to receive Company’s Confidential Information.
3. To perform the obligation set forth in Article 5.1, Company shall assigns a manager responsible for Confidential Information and shall engage such manager to receive mobcast’s Confidential Information.
Article 6 (Remedies)
If Company or its employee leaks mobcast’s Confidential Information or otherwise breaches the terms and conditions hereof, mobcast may claim for direct and usual damages incurred by mobcast and claim for any action it deemsnecessary. If mobcast or its employee leaks Company’s Confidential Information or otherwise breaches the terms and conditions hereof, Company may claim for direct and usual damages incurred by Company and claim for any action it deems necessary.
Article 7 (Term and Renewal)
1. This Agreement shall remain in effect for a period commencing from MM/DD/YY and ending onMM/DD/YY, provided, however, that if either party does not express any intention to terminate this Agreement by one month before the expiration date of the original or any renewed term, this Agreement shall be renewed for one year under the same terms and conditions hereof.
2. If a separate agreement relating to this Agreement is executed between mobcast and Company and such separate agreement remains effective at the expiration hereof, such separate agreement shall remainin effect during the term of such separate agreement.