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1、CONFIDENTIALITY AGREEMENTTHIS AGREEMENT made thisth day of (Month), 20 (Year).BETWEEN:Company Name, a company having an office in City,Country (hereinafter called “Disclosing Part”)- and -Company Name, a company having an office in City, Country(hereinafter called“Recipient”)WHEREAS in connection wi
2、th discussions related to the Recipient has indicated an interest in analyzing and assessing the Disclosing Party interests in certain lands held by Disclosing Party within the area described in “ScheduleA”hereto (the “Assets”);and WHEREAStheRecipientwishestoobtaincertainConfidential Information, as
3、 defined in paragraph 1(a), from the Disclosing Party, and the Disclosing Party is prepared to disclose such Confidential Information to the Recipient upon the terms and conditions contained herein(the “ConfidentialityAgreement”)inordertoenablethe Recipient to consider and evaluate the Confidential
4、Information for the sole purpose of assessing a potential transaction with respect to a portion of the Disclosing Partys interest in the Assets (the “Potential Transaction”);NOW THEREFORE THIS AGREEMENT WITNESSETH that inconsideration of the Recipient being provided with Confidential Information to
5、assess the Potential Transaction and in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:1. NON-DISCLOSURE AND PROTECTIONOF CONFIDENTIALINFORMATION(1) All information disclosed to or acquired by the Recipient on or subsequent
6、 to the date of execution of this Confidentiality Agreementby the Recipient, and whether oral or written, or received through electronic transmission, observation, meetings or otherwise, from the Disclosing Party with respect to or pertaining to the Assets, the Potential Transaction or to the busine
7、ss and affairs of the Disclosing Party in connection therewith (the “Confidential Information”) shall be considered proprietary in nature and shall be held in strict confidence by the Recipient at all times and shall not, without the Disclosing Partys prior written consent, be disclosed directly or
8、indirectly to any other person, firm or corporation, or used by the Recipient for any purpose other than its evaluation of the Potential Transaction. Such Confidential Information includes, but shall not be limited to, financial results, marketing materials, budget information, geological, geophysic
9、al, geochemical, transportation, processing, engineering and environmental information, production data, evaluations, projections, patents, trade secrets, interpretations, analyses, maps, land schedules, documents of title, materials relating to title matters and other documentation (whether prepare
10、d by Disclosing Party or its representatitives or other persons) made available to Recipient in anyconfidential information memorandum, data books, data rooms, presentations or websites. Such Confidential Information shall also include all reports, analyses, notes or other information (including tho
11、se prepared by Recipient or its representatives) that are based on, contain or reflect any Confidential Information.(2) The Recipient shall be at liberty to disclose the Confidential Information, but shall in any event restrict the disclosure of suchConfidential Information, to only such directors,
12、officers and employees of the Recipient, any of Recipients Affiliates, and to any of the Recipients consultants and advisors, who need to know or need to have access to the Confidential Information for the purposes described herein (the “Appropriate Personnel”). The Recipient shall require the Appro
13、priate Personnel to hold the Confidential Information in confidence and shall be responsible hereunder for compliance by such persons with this Confidentiality Agreement with respect to Confidential Information disclosed to them by or on behalf of the Recipient. For the purposes of this Confidential
14、ity Agreement “Affiliate” means any corporation or partnership that, directly or indirectly, controls or is controlled by the party, or is controlled by the same corporation or other person who controls the party, for which purposes “control” of a corporation means the ability to elect a majority of
15、 its board of directors and “control” of a partnership meansthe ability to exercise a majority of its voting rights on business decisions.(3) The Recipient and Disclosing Party shall not disclose to any person the fact that any negotiations or discussions are taking placeconcerning a possible transa
16、ction between the Recipient and the Disclosing Party or that the Recipient has received the Confidential Information.(4) The Recipient shall be bound by and observe all of the provisions of any confidentiality agreement (once advised by the Disclosing Partyof the existence thereof) with other parties pursuant to which the Disclosing Party
