Re: Secrecy Declaration
Makita Manufacturing (Thailand) Co., Ltd. ("MAKITA") is prepared to disclose to ("Recipient") certain information ("Confidential Information") for the purpose of starting prospective new business between Recipient and MAKITA (" Purpose").
Recipient understands that Confidential Information received from MAKITA is valuable, confidential and proprietary in nature and Recipient hereby agrees that to preserve the confidential nature of such information it will be bound by the following terms and conditions:
1. Confidential Information hereunder shall be a drawing and technical information on a document which is received from MAKITA. 2. Recipient shall hold Confidential Information in strict confidence, taking all reasonable precautions to prevent third parties from reaching Confidential Information, and shall not use the Confidential Information for any purpose other than the Purpose. 3. Recipient shall not disclose or divulge any Confidential Information during and after the term of this agreement. 4. Recipient agrees that Confidential Information is and will remain the property of MAKITA and shall not be copied or reproduced without prior written consent of MAKITA, except for such copies as may be necessary for the Purpose. 5. Recipient shall return all Confidential Information and all copies thereof upon the MAKITA's request or the decision of not starting the new business made by Parties. 6. Recipient acknowledges that any breach of this Agreement may cause irreparable harm to MAKITA and agrees that MAKITA’s remedies for any breach may include, in addition to damages and other available remedies, injunctive relief against such breach. Recipient agrees that MAKITA shall be entitled to an award of its reasonable attorneys’ fees if it prevails in any action to enforce this Agreement. 7. This Agreement shall enter into force on the date of signature indicated on the last page thereof, and shall remain in force thereafter for a period of eight (8) years. 8. The validity, operation, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of Japan. 9. All disputes and controversies or differences which may arise between the parties, out of or in connection with this Agreement shall be finally settled by arbitration in Nagoya, Japan in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The award of the arbitration shall be final and binding upon the parties.