[Request User Name] and the company for which the[Request User Name] works (hereinafter collectively referred to as the “Obligor”) confirm and agree to BIZIT Inc. (hereinafter referred to as the “System Provider”) and Member ID[Deal Administrator] and the company for which Member ID[Deal Administrator] works (hereinafter collectively referred to as the “Counterparty Member”) as follows:
Article 1 (Confidential Information)
“Confidential Information” in this agreement means, in respect of Deal ID [Target Deal] (hereinafter referred to as the “Deal”), any and all information concerning the Counterparty Member’s and its customers’ technology, business, finances, operations, organization and other matters which is disclosed to the Obligor (irrespective of in what manner or through what medium they are disclosed) via BIZIT M&A (hereinafter referred to as the “System”); provided, however, that information that falls under any of the following items shall not be included in the Confidential Information:
(1) Information which is possessed by the Obligor, without bearing any confidentiality obligations, before its disclosure by the Counterparty Member or information which is independently obtained by the Obligor without the use of the Confidential Information after its disclosure;
(2) Information which is publicly known before its disclosure by the Counterparty Member or information which becomes publicly known through no fault of the Obligor after its disclosure;
(3) Information which is obtained by the Obligor from a third party having a lawful right to disclose the information without bearing any confidentiality obligations.
Article 2 (Confidentiality Obligations)
Section 1. The Obligor shall manage the Confidential Information with the due care of a good manager.
Section 2. The Obligor shall not disclose the Confidential Information to any third party (excluding experts who automatically bear confidentiality obligations under the relevant laws and regulations, such as lawyers and accountants (hereinafter referred to as the “Experts”)) without obtaining the written consent of the Counterparty Member.
Section 3. Even if the Obligor discloses the Confidential Information to a third party (including the Experts; and hereinafter the same in this Section) with the Counterparty Member’s consent thereto, the Obligor shall take measures to prevent the leak of the Confidential Information such as imposing on such third party confidentiality obligations which are equal to those under this agreement. And if the Obligor discloses the Confidential Information to a third party, the Obligor shall be jointly and severally liable for such third party’s breach of the obligations.
Section 4. The Obligor shall use the Confidential Information only for the purpose of review and negotiation of the Deal and shall not use it for any other purpose.
Section 5 The Obligor shall use the System for the business purposes of the company for which he/she works and shall have such company bear the obligations set forth in this agreement.
Article 3 (Liability for Damages)
If the Obligor causes any damages to the System Provider, the Counterparty Member or any of the Counterparty Member’s customers by breaching the obligations set forth in this agreement, then the Obligor shall be liable to compensate the System Provider, the Counterparty Member or the Counterparty Member’s customers who incurred damages for such damages.
Article 4 (No Transfer of Rights)
The Obligor agrees that the provision of the Confidential Information that is disclosed or provided by the Counterparty Member hereunder shall neither mean a transfer or assignment of any authority, ownership or interest from the Counterparty Member to the Obligor nor the Counterparty Member’s commitment that it shall transfer or assign such Confidential Information in the future.
Article 5 (Return of Confidential Information)
If the System Provider or the Counterparty Member requests, or if it becomes unnecessary for the Obligor to possess the Confidential Information hereunder due to the unsuccessful completion of review or negotiation of the Deal, then the Obligor shall return the Confidential Information to the Counterparty Member without delay and, with respect to any unreturnable Confidential Information, shall, upon notifying the Counterparty Member, destroy, dispose of or delete such Confidential Information by a method that renders such information unrecoverable.
Article 6 (Discussion)
If a dispute arises in respect of any questions as to the provisions of this agreement or if a dispute arises with respect to any matters not stipulated in this agreement, then the Obligor shall make its efforts in good faith to amicably resolve such dispute through discussion with the System Provider and/or the Counterparty Member.
Article 7 (Governing Law and Agreed Jurisdiction)
With respect to the System Provider, this agreement shall be governed by and construed in accordance with the laws of Japan and Tokyo Summary Court or Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any and all disputes in relating to this agreement. With respect to the Counterparty Member, this agreement shall be governed by and construed in accordance with the laws of the country (in case of the federal country, the laws of administrative area) where the Counterparty Member is located and the court of first instance which exercises jurisdiction over the country (in case of the federal country, administrative area) where the Counterparty Member is located shall have exclusive jurisdiction over any and all disputes in relating to this agreement unless otherwise agreed in writing with the Counterparty Member after the consent date of this agreement.
Month 02 Day 28, Year 2018
[Request User's Company Name]
[Request User Name]