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KENFOX IP & Law Office > Related Matters in Vietnam  > Trademark Licensing  > Confidentiality or Keeping Secrecy

Confidentiality or Keeping Secrecy

Posted by KENFOX IP
in Trademark Licensing

Example (1): Confidential technical

1) During the term of this Agreement and for…years after the termination thereof, Licensee shall hold in confidence and shall not disclose to any third party all TECHNICAL furnished by Licensor hereunder except for the following TECHNICAL: (a) which, at the time of disclosure by Licensor, is in the public domain; (b) which, after the time of disclosure by Licensor, becomes part of the public domain without fault on the part of Licensee; (c) which can be established by competent proof that it was in the possession of Licensee at the time of disclosure by Licensor and was not acquired directly or indirectly from Licensor; (d) which can be established by competent proof that it was received by Licensee from a third party, after the time of disclosure by Licensor, who did not acquire It directly or Indirectly from Licensor.

2) Licensee may communicate the TECHNICAL furnished by Licensor hereunder to its employees, sub-licensees, subcontractors, agents and distributors to the extent necessary for the manufacturing, distributing, selling and using of the Licensed Products, provided, however, each person to whom such information is communicated shall correspondingly be bound to Secrecy.

Example (2): Confidentiality

  1. Licensee shall use Know-how and other technical technical furnished or disclosed to Licensee by Licensor hereunder only for the purpose of manufacturing Products in its Territory and shall not use them for any other purpose in any way.
  2. During the life of this Agreement and for…years after termination or cancellation hereof, Licensee shall keep strictly secret and confidential such Know-how and other technical

unless disclosure of such such Know-How and technical information is expressly permitted by this Agreement. Licensee also agrees to keep strictly secret and confidential any and all information on improvements or developments made by Licensee during the life of this Agreement.

  1. Licensee may disclose wholly or in part Know-how and other technical information mentioned above to limited staff of officers and employees concerned of Licensee. The obligation on the part of the Licensee stipulated in the paragraph 1 of this Article shall extend to the staff of officers and employees of Licensee who are likely to acquire knowledge of such secret and confidential information, and for this purpose Licensee shall take all reasonable precautions in order to ensure the faithful compliance of Its obligation under this Agreement.
  2. The obligation imposed on Licensee by this Article shall not apply with respect to any Information which has been furnished and disclosed by Licensor to Licensee and has later become generally available to the public during the life of this Agreement or which is at the time of disclosure in the possession of Licensee.

Example (3): Confidentiality (Computer Soft License Agreement)

Licensee agrees, both during the term and extensions of this Agreement and afterwards, that neither it nor anyone by or through it shall disclose any object or source codes fundamental to the Products or any future additions or modifications thereto, if they, or any of them, should be disclosed in Licensee’s dealings with the Products themselves. It is further agreed that if Licensee should make any such disclosure to any person, entity, or association, then Licensee agrees to pay Licensor for each and every breach of this covenant the sum of (…), as liquidated damages and not as a penalty, for such disclosure by or through Licensee. Licensee agrees to take all reasonable precautions against the source or object codes being learned or acquired by any unauthorized person or persons, firm, entity, association, corporation.

Example (4): Secrecy obligation

When promoting, selling, Installing and supporting the Products in terms of this license, Licensee shall use its best efforts to ensure that Its staff and its customers maintain the secrecy in the Products.

Example (5): Confidentiality

Licensee undertakes to use Technical disclosed and supplied to Licensee by Licensor under this Agreement only for the purposes Intended for in this Agreement and further, to treat Technical as confidential. Licensee shall also impose on its employees with access to Technical the obligation to treat Technical as confidential.