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Instructions for modifying agreement:

1. Copy and paste into MS Word or Open Office.

2. Use “Replace” text function.

a. Replace “YOUR COMPANY” with your company’s name.


b. Replace “CONTRACTOR” with other party (e.g. your client’s name, partner etc).
c. Replace “CONTRACTOR’S ADDRESS” with other party’s office or residential address.
d. Replace “SERVICES” with services your company is engaged in.
e. Replace “COUNTRY” with the country this Agreement is to be used in.

NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (the “Agreement") is dated ________ and made between:

(1) YOUR COMPANY (company registration number: ________) incorporated in COUNTRY, whose
registered office is at YOUR ADDRESS (hereby referred to as “YOUR COMPANY” “we”, “us” and
“our”); and

(2) CONTRACTOR’S NAME an independent contractor who will provide professional SERVICES for YOUR
COMPANY, whose address is at CONTRACTOR’S ADDRESS (hereby referred to as “Contractor”
“Freelancer”, “you” and “your”)

YOUR COMPANY and CONTRACTOR intending to be legally bound, hereby agree as follows:

1. Purpose

YOUR COMPANY will engage in a business relationship with abovementioned CONTRACTOR to translate third
party material under which YOUR COMPANY may disclose certain Confidential Information to CONTRACTOR.

2. Definition

All knowledge and information expressly identified by YOUR COMPANY in writing as confidential which
CONTRACTOR acquires during the term of this Agreement regarding the business, intellectual property and
products of YOUR COMPANY or its third party materials shall be maintained in confidentiality by CONTRACTOR
and, except as expressly authorised by YOUR COMPANY in writing, shall not be divulged or published by
CONTRACTOR and shall not be authorised by CONTRACTOR to be divulged or published by others.

For purposes of this Agreement, the term "Confidential Information" means any information, technical data, or
know-how, including, but not limited to, that which relates to research, products, services, customers, patents,
markets, software, developments, inventions, processes, designs, drawings, engineering, intellectual property,
marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if
given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential
Information does not include information, technical data or know-how which (i) prior or after the time of disclosure
becomes a part of public knowledge or literature, not as a result of any inaction or action of the CONTRACTOR,
or (ii) is approved for release by YOUR COMPANY or its third party client.

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3. Non-Disclosure of Confidential Information.

YOUR COMPANY and CONTRACTOR agree not to use the Confidential Information disclosed to it by the other
party for its own use or for any purpose except to carry out discussions concerning, and the undertaking of, any
business relationship between YOUR COMPANY and CONTRACTOR. Each party shall keep confidential any
and all Confidential Information already disclosed or to be disclosed hereunder, and neither party shall divulge the
Confidential Information, in whole or in part, to any third party except as expressly permitted by this Agreement.
Neither of us shall make any commercial use or other use of the Information. CONTRACTOR will not disclose
Confidential Information to any other third parties.

4. Disclosure.

In the event that either party is compelled by law or by any applicable regulatory agency to disclose any
Confidential Information of the other, such party shall immediately notify the other of such pending disclosure so
that a protective order or other appropriate remedy may be obtained. In the event that such an order or other
remedy is not available, the compelled party shall disclose only that minimum portion of Confidential Information
that it is legally compelled to disclose, consistent with the advice of its counsel.

5. Return of Materials.

Within ten (10) days of any written request from YOUR COMPANY, or in the event that the proposed business
transaction does not occur, CONTRACTOR will deliver to YOUR COMPANY all third party material including but
not limited to, the Confidential Information, all copies thereof, and any related materials and documentation that
contain any Confidential Information, and will destroy all analyses, compilations, computations, computer records,
studies or other documents, and all copies thereof, derived there from. The confidentiality obligations under this
Agreement shall survive any return of the Confidential Information.

6. Patent or Copyright Infringement.

Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property
right of CONTRACTOR, nor shall this Agreement grant CONTRACTOR any rights in or to YOUR COMPANY or
any third party Confidential Information, except the limited right to review such Confidential Information solely for
the purposes of providing a translation service for YOUR COMPANY.

7. Term.

Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other;
provided, however, that the confidentiality obligations set forth herein shall survive termination or expiration of this
Agreement for any reason.

8. Miscellaneous.

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and shall
be binding upon and shall be for the benefit of the undersigned parties, their successors and assigns, provided
that Confidential Information may not be assigned without consent to the disclosing party.

9. Governing Law.

This Agreement shall be governed by the law of COUNTRY and all parties agree to accept the non-exclusive
jurisdiction of the courts of COUNTRY.

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10. Remedies.

All reasonable legal costs and other costs of suit incurred by the non-violating party in connection with such a
breach hereof shall be the sole obligation of, and shall be paid by, the violating party.

11. Waiver.

No failure or delay by either party in exercising any right, power, privilege or provision under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other future exercise of
any right, power or privilege hereunder.

12. Counterparts.

This Agreement may be executed in, several counterparts which, taken together, shall constitute one and the
same original agreement.

The parties have shown their acceptance of the terms of this Agreement by executing it below.

Signed and dated by YOUR COMPANY )


duly authorised for and on behalf )
of CONTRACTOR )

Signed and dated by CONTRACTOR )


An independent contractor providing )
SERVICES )

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