กรอกข้อมูลในช่องว่าง NDA จากบันทึกข้อตกลงทางธุรกิจ ภายใต้กฎหมายฮ่องกง

In this Agreement the following expressions have the meaning set opposite:

2.2 Neither party will be in breach of any obligation to keep any information confidential or not to disclose it to any other party to the extent that it:

2.2.1 is known to the party making the disclosure before its receipt from the other party, and not already subject to any obligation of confidentiality to the other party;

2.2.2 is or becomes publicly known without any breach of this Agreement or any other undertaking to keep it confidential;

2.2.3 has been obtained by the party making the disclosure from a third party in circumstances where the party making the disclosure has no reason to believe that there has been a breach of an obligation of confidentiality owed to the other party;

2.2.4 has been independently developed by the party making the disclosure;

2.2.5 is disclosed pursuant to the requirement of any law or regulation (provided, in the case of a disclosure under the Freedom of Information Act 2000, none of the exceptions to that Act applies to the information disclosed) or the order of any Court of competent jurisdiction, and the party required to make that disclosure has informed the other, within a reasonable time after being required to make the disclosure, of the requirement to disclose and the information required to be disclosed; or

2.2.6is approved for release in writing by an authorised representative of the other party.

2.3 The Company will not be in breach of any obligation to keep any of the University's information confidential or not to disclose it to any third party by making it available to any Group Company, or any person working for or on behalf of the Company or a Group Company, who needs to know the same for the Specified Purpose, provided it is not used except for that purpose and the recipient undertakes to keep that information confidential.

3.1 Nothing in this Agreement grants any licence or right, beyond that required for the Specified Purpose, under any patent, copyright, trade secret or other Intellectual Property.

3.2Neither party will remove any proprietary, copyright, trade secret, confidentiality or other notice from any of the other’s Confidential Information.

4.2To the extent that the terms of this Agreement conflict with any agreement entered into between the parties for carrying out the Proposed Project, the terms of the agreement for the Proposed Project will prevail, but only to the extent necessary to resolve that conflict.

4.3.1return or destroy the other’s Confidential Information in its possession, custody or control; and

4.3.2confirm in writing that the above has been done.

5.1 Notices: Any notice to be given under this Agreement must be in writing, may be delivered to the other party by any of the methods set out in the left hand column below, and will be deemed to be received on the corresponding day set out in the right hand column:

The parties' respective representatives for the receipt of notices are, until changed by notice given in accordance with this clause, as follows:

5.2Headings: The headings in this Agreement are for ease of reference only; they do not affect its construction or interpretation.

5.3 Assignment: Neither party may assign or transfer this Agreement as a whole, or any of its rights or obligations under it, without first obtaining the written consent of the other party. That consent may not be unreasonably withheld or delayed.

5.3Illegal/unenforceable provisions: If the whole or any part of any provision of this Agreement is void or unenforceable in any jurisdiction, the other provisions of this Agreement, and the rest of the void or unenforceable provision, will continue in force in that jurisdiction, and the validity and enforceability of that provision in any other jurisdiction will not be affected.

5.4Waiver of rights: If a party fails to enforce, or delays in enforcing, an obligation of the other party, or fails to exercise, or delays in exercising, a right under this Agreement, that failure or delay will not affect its right to enforce that obligation or constitute a waiver of that right. Any waiver of any provision of this Agreement will not, unless expressly stated to the contrary, constitute a waiver of that provision on a future occasion.

5.5No agency: Nothing in this Agreement creates, implies or evidences any partnership or joint venture between the parties, or the relationship between them of principal and agent. Neither party has any authority to make any representation or commitment, or to incur any liability, on behalf of the other.

5.6Entire agreement: This Agreement constitutes the entire agreement between the parties relating to its subject matter. Each party acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement. Each party waives any claim for breach of this Agreement, or any right to rescind this Agreement in respect of any representation which is not an express provision of this Agreement. However, this clause does not exclude any liability which either party may have to the other (or any right which either party may have to rescind this Agreement) in respect of any fraudulent misrepresentation or fraudulent concealment prior to the execution of this Agreement.

5.7Amendments: No variation or amendment of this Agreement will be effective unless it is made in writing and signed by each party's representative.

5.8Third parties: No one except a party to this Agreement has any right to prevent the amendment of this Agreement or its termination, and no one except a party to this Agreement may enforce any benefit conferred by this Agreement, unless this Agreement expressly provides otherwise.

5.9Governing law: This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement, except that either party may bring proceedings for an injunction in any jurisdiction.