قوانين حمورابي

A general and comprehensive template drafted in a customizable format according to the nature of the relationship between the parties and the purpose of disclosure. This Agreement is entered into on: ____ / ____ / ______ G, by and between: First Party: Name: __________________________________________ Commercial Registration / Identity / License No.: ____________________ Address: ________________________________________ Represented by: _________________________________ Hereinafter referred to in this Agreement as the “Disclosing Party” and/or the “Receiving Party,” depending on the context. Second Party: Name: __________________________________________ Commercial Registration / Identity / License No.: ____________________ Address: ________________________________________ Represented by: _________________________________ Hereinafter referred to in this Agreement as the “Disclosing Party” and/or the “Receiving Party,” depending on the context. Preamble and Purpose Whereas the Parties wish to discuss, study, and/or implement a business relationship, cooperation, negotiation, or project relating to: ________________________________; And whereas, for the purpose of evaluating or implementing such relationship, either Party may disclose to the other confidential, proprietary, or private information; Therefore, the Parties, being fully legally competent, agree to be bound by the terms and conditions set forth herein. This Preamble shall constitute an integral part of this Agreement and shall complement and interpret its provisions. Terms and Conditions 1. Definitions For the purposes of this Agreement, the following terms shall have the meanings assigned to them unless the context requires otherwise: a. Confidential Information Any information disclosed, directly or indirectly, whether in writing, orally, electronically, digitally, visually, or by any other means, including without limitation technical, commercial, financial, administrative, operational, strategic, and marketing information; business plans; databases; customer and supplier information; drawings, designs, models, specifications, software, codes, outputs, results, studies, reports, correspondence; and any information designated as confidential or reasonably understood by its nature or the circumstances of disclosure to be confidential. b. Permitted Purpose The purpose specified in the Preamble or any other purpose agreed upon in writing by the Parties. c. Representatives Employees, consultants, accountants, lawyers, contractors, agents, or affiliates of either Party whose duties require access to the Confidential Information for the Permitted Purpose. 2. Scope of Confidential Information Confidential Information includes, without limitation, information disclosed before or after the date of this Agreement insofar as it relates to the Permitted Purpose. It also includes notes, summaries, analyses, studies, copies, and extracts prepared by the Receiving Party or its Representatives based on, containing, or derived from the Confidential Information. 3. Obligations of the Receiving Party The Receiving Party shall: a. Maintain the confidentiality of the Confidential Information and exercise a reasonable degree of professional care no less than the degree of care used to protect its own similar confidential information. b. Use the Confidential Information solely for the Permitted Purpose. c. Not disclose the Confidential Information to any third party except to those Representatives who have a need to know and who are bound by legal or contractual obligations providing a level of protection no less than that contained herein. d. Not copy, reproduce, analyze, reverse engineer, replicate, or exploit the Confidential Information directly or indirectly outside the scope of the Permitted Purpose without the prior written consent of the Disclosing Party. e. Implement reasonable administrative, organizational, and technical measures to prevent unauthorized access, leakage, loss, tampering, or misuse. 4. Exceptions to Confidentiality Information shall not be considered Confidential Information to the extent the Receiving Party proves that it: a. Was publicly available at the time of disclosure or subsequently became publicly available without breach by the Receiving Party or its Representatives. b. Was lawfully in the possession of the Receiving Party before receipt from the Disclosing Party without any confidentiality obligation. c. Was lawfully obtained from a third party without breach of any confidentiality obligation. d. Was independently developed by the Receiving Party without use of or reference to the Confidential Information. No exception shall be interpreted broadly in a manner that undermines the protection afforded to Confidential Information. 5. Disclosure Required by Law or Court Order If the Receiving Party is required to disclose any Confidential Information pursuant to applicable law, regulation, or an order issued by a competent judicial or regulatory authority, it shall — unless prohibited by law — promptly notify the Disclosing Party in writing within a reasonable period prior to disclosure and cooperate, to the extent possible, in seeking appropriate protective measures or limiting disclosure to the minimum extent legally required. 6. Term and Survival of Obligations This Agreement shall commence on the date of signature and remain in force for ______ years / months unless terminated or extended in writing by the Parties. However, confidentiality and non-use obligations relating to Confidential Information disclosed during the term of this Agreement shall survive for ______ years / months after the expiration or termination of the relationship between the Parties, or until such information loses its confidential nature in accordance with this Agreement, whichever is later, unless a longer period is required by law. 7. Return or Destruction of Confidential Information Upon request by the Disclosing Party, or upon completion of the Permitted Purpose or termination of this Agreement, whichever occurs first, the Receiving Party shall return or securely destroy all documents, materials, media, and copies containing Confidential Information, as requested by the Disclosing Party. The Receiving Party may retain a limited copy where retention is required for legal compliance, automated backup purposes, or evidentiary purposes related to contractual obligations, provided such retained copy remains subject to the confidentiality obligations herein. 8. Ownership and No License Granted All Confidential Information and all related rights, including intellectual property rights, moral rights, commercial rights, and any other rights, shall remain the exclusive property of the Disclosing Party. Disclosure or receipt of Confidential Information shall not grant the Receiving Party any express or implied license, assignment, or transfer of rights or interests except to the limited extent necessary to achieve the Permitted Purpose. 9. Accuracy of Information Unless otherwise agreed in writing, Confidential Information is provided “as is” solely for the Permitted Purpose, and disclosure thereof shall not constitute any express or implied warranty or representation by the Disclosing Party regarding completeness, accuracy, or fitness for a particular purpose, without prejudice to each Party’s contractual liability for expressly assumed obligations. 10. Notification of Incidents and Breaches The Receiving Party shall promptly notify the Disclosing Party, without undue delay, upon becoming aware of any unauthorized access, use, disclosure, loss, or breach relating to the Confidential Information, and shall take reasonable measures to contain the effects, mitigate damages, and cooperate in remediation efforts. 11. Remedies and Compensation The Parties acknowledge that breach of confidentiality and non-use obligations may result in substantial harm that may not be adequately compensated by monetary damages alone. Accordingly, the injured Party shall be entitled, in accordance with applicable laws, to claim compensation for direct damages and to seek injunctive, precautionary, judicial, or urgent relief to stop or limit the violation and its effects, without prejudice to any other statutory or contractual rights or remedies. 12. No Obligation to Enter into a Final Relationship Nothing in this Agreement shall be construed as obligating either Party to enter into any definitive agreement, transaction, partnership, investment, business relationship, agency, or representation arrangement. Nor shall this Agreement by itself create any agency, partnership, joint venture, or legal relationship between the Parties unless expressly agreed upon in a separate written document. 13. Notices and Correspondence All notices, requests, approvals, or correspondence relating to this Agreement shall be in writing and sent to the addresses or approved communication methods specified above or subsequently notified in writing by either Party. Such notices shall be deemed effective upon receipt or on the date evidenced by delivery records or approved communication methods. 14. Assignment and Transfer Neither Party may assign or transfer this Agreement or any of its rights or obligations arising hereunder, in whole or in part, to any third party without the prior written consent of the other Party, except in connection with lawful corporate restructuring, merger, or acquisition, provided that such transfer does not diminish the level of protection afforded to the Confidential Information. 15. Severability If any provision of this Agreement is determined to be invalid, unenforceable, or unlawful in whole or in part, the validity and enforceability of the remaining provisions shall not be affected. The affected provision shall be interpreted or amended to the extent necessary to achieve the legal and economic intent closest to the Parties’ original intent. 16. Amendments and No Implied Waiver No amendment, annex, or modification to this Agreement shall be valid unless made in writing and signed by both Parties. Failure or delay by either Party in exercising any right under this Agreement shall not constitute a waiver thereof. 17. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws applicable in: ____________________________. Any dispute arising out of or relating to this Agreement shall be subject to the jurisdiction of: ____________________________, unless otherwise agreed in writing by the Parties. Signatures First Party Name: ________________________________ Title: ________________________________ Signature: _____________________________ Date: ____ / ____ / ______ G Second Party Name: ________________________________ Title: ________________________________ Signature: _____________________________ Date: ____ / ____ / ______ G Important Note This template is general and introductory in nature and has been drafted in a comprehensive and customizable format depending on the type of relationship, nature of the information, and applicable laws. It is recommended that this Agreement be reviewed by a legal professional before adoption or execution in its final form, particularly where sensitive information, special obligations, or specific penalties are involved. This draft is based on commonly recognized confidentiality clauses and prevailing practices, including definitions of parties and confidential information, specification of the permitted purpose, non-disclosure and non-use obligations, exceptions, duration, and remedies and compensation.