MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is made the 17 day of December, 2014 (the “Effective Date”) by and between IDA, Inc, with its principal place of business at 3331 Arts Chiyoda 303, 6-11-14, Sotokanda, Chiyoda-ku, Tokyo 101-0021 and Center Post Co.,Ltd., with its principal place of business at 1463 Soi Ladprao 94 Sriwara Rd., Pubpla, Wangthonglang, BKK. Thailand 10310
(the parties to this Agreement may each hereafter be referred to as a “Party”, and collectively as the “Parties”).
W I T N E S S E T H:
WHEREAS, each of the Parties believe that in the course of discussing, investigating, and evaluating certain matters, each may learn or receive certain Confidential Information (as such term is defined in Section 1 below) from one another; and
WHEREAS, each of the Parties desires to ensure that such Confidential Information provided will not be used by the Party receiving such information, except as is permitted in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. For purposes of this Agreement, the term “Confidential Information” shall refer to any information provided by one Party to the other, or which either Party learns of in the course of its dealings with the other, and shall include any data, trade secret or other information which could reasonably be expected to be proprietary and confidential to the disclosing Party, and which shall specifically including but not limited to any proposed terms of any potential business opportunities that might be discussed by or among the Parties. However, any information disclosed by one Party to the other shall not be considered “Confidential Information” if such information: (i) thereafter becomes generally available to the public through no fault of the receiving Party; (ii) is, prior to its initial disclosure hereunder, in the possession of the receiving Party; (iii) is acquired by the receiving Party from any third party without any restrictions on its use or disclosure; or (iv) is independently developed by the receiving Party without use of the Confidential Information.
2. Each Party, together with its employees, subsidiaries, affiliates, and agents shall ensure that all Confidential Information that it receives from the other is disclosed only to those employees, or other parties that need to know such information (“Interested Parties”), and to no other party. Each Party shall clearly instruct such employees and any Interested Parties not to violate the restrictions contained herein and shall take appropriate steps to ensure that these obligations are fulfilled. Each Party agrees not to disclose said Confidential Information that it has received from the other Party to any other third party unless it has the prior written approval of the disclosing Party and the person/entity to whom the Confidential Information is disclosed agrees in writing to be bound to the terms of this Agreement, or unless the receiving party is required to disclose such Confidential Information in accordance with applicable laws, rules, or regulations.
3. The obligations of each Party, its employees, subsidiaries, affiliates, and agents to protect said Confidential Information is effective as of the Effective Date of execution of this Agreement, and shall continue for two (2) years thereafter.
4. Upon provision of a written request by one Party to the other, each of the Parties agrees to return the other Party’s Confidential Information provided by the other Party. Further, upon the request
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of one Party, the other shall certify in writing that all such Confidential Information have been returned to the requesting Party.
5. The Parties acknowledge and agree that the covenants set forth in this Agreement are reasonable and necessary for the protection of the Parties’ business interests, that irreparable injury may result if they are breached, and that in the event of any actual or potential breach of any such covenant that the non-breaching Party may have no adequate remedy at law and shall be entitled to seek immediate temporary injunctive relief.
6. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
7. The failure of either Party to partially or fully exercise any right or the waiver by either Party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.
8. Neither Party shall assign any of its rights or obligations under this Agreement to any other entity without the other Party’s prior written consent. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the respective successors and assigns of the Parties hereto.
9. THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED AS TO THE ACCURACY OF SAID CONFIDENTIAL INFORMATION, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, Dear PLA Chanida,
Hello, this is Takashi IDA. It has been some time since I last wrote to you.
Thank you for everything while staying in Thailand in October.
I and Hajime really appreciate that you took time out of your schedule to meet with us.
I hope everything is going well for you.
I am writing this e-mail to make you a job offer.
Please see the outline below. The details including actual sample data will be provided after we conclude a NDA (non-disclosure agreement).
The main work of this project is “to create animation of a full 3DCG movie using the 3ds MAX.”
However, you don’t need to create animation from scratch. We would like you to “change and adjust characters using our (prepared) basic templates for creating scenes (animation).”
・Software used: 3ds MAX 2013
・Animation only (setup and rendering works are not necessary)
・Period: any day now – Spring 2015 (around April or May)
*Or you can specify the time when you can start on the project.
・Manpower: the more the better
・Budget: Negotiable when the details are provided
To advance this project, we would like to conclude a NDA with you.
I attached a file of our standard NDA in this e-mail. Please read and sign it to return it to us.
(Attached file: NDA_IDA_centerpost141217.pdf)
After the conclusion of NDA, we will explain the details of the project and show the actual sample data so that you can decide to accept the offer.
This project is based on a full 3DCG character movie, which may be slightly different from your past products such as “live-action VFX works.” However, I appreciate if you let me explain the details before your decision.
I look forward to working with you.
Thank you for your consideration.
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is made the 17 day of December, 2014 (the “Effective Date”) by and between IDA, Inc, with its principal place of business at 3331 Arts Chiyoda 303, 6-11-14, Sotokanda, Chiyoda-ku, Tokyo 101-0021 and Center Post Co.,Ltd., with its principal place of business at 1463 Soi Ladprao 94 Sriwara Rd., Pubpla, Wangthonglang, BKK. Thailand 10310
(the parties to this Agreement may each hereafter be referred to as a “Party”, and collectively as the “Parties”).
W I T N E S S E T H:
WHEREAS, each of the Parties believe that in the course of discussing, investigating, and evaluating certain matters, each may learn or receive certain Confidential Information (as such term is defined in Section 1 below) from one another; and
WHEREAS, each of the Parties desires to ensure that such Confidential Information provided will not be used by the Party receiving such information, except as is permitted in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. For purposes of this Agreement, the term “Confidential Information” shall refer to any information provided by one Party to the other, or which either Party learns of in the course of its dealings with the other, and shall include any data, trade secret or other information which could reasonably be expected to be proprietary and confidential to the disclosing Party, and which shall specifically including but not limited to any proposed terms of any potential business opportunities that might be discussed by or among the Parties. However, any information disclosed by one Party to the other shall not be considered “Confidential Information” if such information: (i) thereafter becomes generally available to the public through no fault of the receiving Party; (ii) is, prior to its initial disclosure hereunder, in the possession of the receiving Party; (iii) is acquired by the receiving Party from any third party without any restrictions on its use or disclosure; or (iv) is independently developed by the receiving Party without use of the Confidential Information.
2. Each Party, together with its employees, subsidiaries, affiliates, and agents shall ensure that all Confidential Information that it receives from the other is disclosed only to those employees, or other parties that need to know such information (“Interested Parties”), and to no other party. Each Party shall clearly instruct such employees and any Interested Parties not to violate the restrictions contained herein and shall take appropriate steps to ensure that these obligations are fulfilled. Each Party agrees not to disclose said Confidential Information that it has received from the other Party to any other third party unless it has the prior written approval of the disclosing Party and the person/entity to whom the Confidential Information is disclosed agrees in writing to be bound to the terms of this Agreement, or unless the receiving party is required to disclose such Confidential Information in accordance with applicable laws, rules, or regulations.
3. The obligations of each Party, its employees, subsidiaries, affiliates, and agents to protect said Confidential Information is effective as of the Effective Date of execution of this Agreement, and shall continue for two (2) years thereafter.
4. Upon provision of a written request by one Party to the other, each of the Parties agrees to return the other Party’s Confidential Information provided by the other Party. Further, upon the request
-1-
of one Party, the other shall certify in writing that all such Confidential Information have been returned to the requesting Party.
5. The Parties acknowledge and agree that the covenants set forth in this Agreement are reasonable and necessary for the protection of the Parties’ business interests, that irreparable injury may result if they are breached, and that in the event of any actual or potential breach of any such covenant that the non-breaching Party may have no adequate remedy at law and shall be entitled to seek immediate temporary injunctive relief.
6. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
7. The failure of either Party to partially or fully exercise any right or the waiver by either Party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.
8. Neither Party shall assign any of its rights or obligations under this Agreement to any other entity without the other Party’s prior written consent. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the respective successors and assigns of the Parties hereto.
9. THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED AS TO THE ACCURACY OF SAID CONFIDENTIAL INFORMATION, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, Dear PLA Chanida,
Hello, this is Takashi IDA. It has been some time since I last wrote to you.
Thank you for everything while staying in Thailand in October.
I and Hajime really appreciate that you took time out of your schedule to meet with us.
I hope everything is going well for you.
I am writing this e-mail to make you a job offer.
Please see the outline below. The details including actual sample data will be provided after we conclude a NDA (non-disclosure agreement).
The main work of this project is “to create animation of a full 3DCG movie using the 3ds MAX.”
However, you don’t need to create animation from scratch. We would like you to “change and adjust characters using our (prepared) basic templates for creating scenes (animation).”
・Software used: 3ds MAX 2013
・Animation only (setup and rendering works are not necessary)
・Period: any day now – Spring 2015 (around April or May)
*Or you can specify the time when you can start on the project.
・Manpower: the more the better
・Budget: Negotiable when the details are provided
To advance this project, we would like to conclude a NDA with you.
I attached a file of our standard NDA in this e-mail. Please read and sign it to return it to us.
(Attached file: NDA_IDA_centerpost141217.pdf)
After the conclusion of NDA, we will explain the details of the project and show the actual sample data so that you can decide to accept the offer.
This project is based on a full 3DCG character movie, which may be slightly different from your past products such as “live-action VFX works.” However, I appreciate if you let me explain the details before your decision.
I look forward to working with you.
Thank you for your consideration.
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