You are on page 1of 3

Non-Disclosure Agreement

Confidential document

This Non-Disclosure Agreement (the "Agreement") is made on (d d/m m/y y y y), by and between these two (2) Parties:

eromnet Co., Ltd. a company duly incorporated and organized under the laws of South Korea, having its registered
office/principal place of business at (10FL, L&B Tower, Teheran-ro 414, Gangnam-gu, Seoul 06193, South Korea).
Hereinafter referred to as “eromnet”;

And

, having its registered office/principal place of business at .


. Hereinafter referred to as “the Partner”.

1. Purpose:
In order for the Parties to have a potential business relationship, each Party may need to disclose confidential or
proprietary information to the other regarding its business activities and plans including, without limitation, know-how,
plans for future development and new product concepts, technical specifications and other technical information, trade
secrets, financial information and data relating to customers, prospective customers, partners and employees (the
"Confidential Information").The Parties acknowledge that they are receiving the Confidential Information solely for the
purpose of establishing a potential business relationship and agree to protect the Confidential Information disclosed to
one another on the following terms.

2. Confidential Information:
Each Party shall maintain confidentiality and shall take at least the same degree of care, but no less than a reasonable
degree of care, to avoid unauthorized disclosure or use of the other Party’s Confidential Information as it takes with
respect to its own Confidential Information of like importance. Neither Party has any obligation with respect to any
Confidential Information which: (a) was previously known by such Party without obligations of confidentiality; (b) that
Party independently develops without reference to any Confidential Information; (c) is or becomes publicly available
without a breach of this Agreement by either Party; or (d) is disclosed to it by a third person who is not required to maintain
its confidentiality. The Party claiming any of the above has the burden of proving its applicability.

3. Non-disclosure:
Either Party may disclose Confidential Information only to its own officers, directors, employees, and to its consultants
and advisors who have a reasonable need to know, or both Parties represent and warrant that any such person to whom
the disclosure has been made shall comply with the terms hereof as if named as a Party to this Agreement. Both Parties
shall be responsible for any breach of this Agreement by its own officers, directors, employees, consultants or advisors.
Neither Party may print or copy, in whole or in part, any documents or other media containing any Confidential
Information without the prior written consent of the other Party, other than copies for its officers, directors, employees,
Page 1 of 3
eromnet and Partner's initials:
10FL, L&B Tower, Teheran-ro 414, Gangnam-gu, Seoul 06193, South Korea
t. +82-2-2088-7011
Non-Disclosure Agreement
consultants or advisors who are working on the matter. Neither Party will remove or deface any notice of copyright,
trademark, logo or other proprietary notice of the other Party appearing on any original or copy of the other’s Confidential
Information.

4. Non-competition:
Neither Party may use the other Party’s Confidential Information to gain any competitive advantage or to compete with
the other Party for any purpose not in furtherance of the business relationship or proposed transaction between them.

5. Return of Materials:
Each Party’s Confidential Information shall remain its own property. Upon the request of the other Party, each Party shall
return all of the other’s Confidential Information, or destroy it and provide the other Party with written certification of
such destruction, except for archival and backup copies that are not readily available for use and business records required
by law to be retained.

6. Exception:
If either Party becomes legally obligated to disclose any of the other Party’s Confidential Information, the Party subject to
the obligation shall notify the other Party in writing promptly and shall cooperate with the other Party in seeking a
protective order or other appropriate remedy.

7. Relief for Breach:


The Parties agree that any breach by a Party of any provision of this Agreement may cause irreparable harm to the other
Party, and that any monetary damages awarded alone may not provide sufficient compensation to that Party. Each Party
further acknowledges that injunctive relief is deemed appropriate to prevent the continuation of such breach. Each Party
acknowledges and agrees that the above conditions of this Agreement will be specifically enforceable including and not
limited to seeking monetary and other injunctive relief from a Party for any breach of this Agreement.

8. General Provisions:
This Agreement sets forth the entire understanding of the Parties regarding confidentiality and terms of commitment by
the Parties. A copy or facsimile copy of this Agreement will be deemed as valid as the original signed document. Any
amendments must be in writing and signed by both Parties. This Agreement shall be binding upon and for the benefit of
the undersigned Parties, their successors and assigns, provided however, that Confidential Information may not be
assigned by a Party without the prior written consent of the other Party. Failure to enforce any provision of this Agreement
shall not constitute a waiver of any term hereof.

9. Non-circumvention:
Each of the Parties agrees that for a period of three (3) years from the date hereof, without the prior written consent of
the other Party, each of the Parties will not, directly or indirectly, solicit for employment or employ any person with whom
it had contact or who became known during review of the Confidential Information or otherwise in connection with a
proposed business relationship or potential transaction and who was employed by the other Party at any time during such
period.

Page 2 of 3
eromnet and Partner's initials:
10FL, L&B Tower, Teheran-ro 414, Gangnam-gu, Seoul 06193, South Korea
t. +82-2-2088-7011
Non-Disclosure Agreement

10. Patent or Copyright Infringement:


Nothing in this Agreement is intended to grant a Party any rights under any patent of copyright of the other Party, nor
shall this Agreement grant a Party any rights in or to the other Party’s Confidential Information, except as specifically
provided for herein.

11. Term:
Except as may otherwise be provided herein, the foregoing commitments in this Agreement shall terminate three (3) years
following the date this Agreement is entered into as set forth below.

IN WITNESS WHEREOF, the Parties have executed this agreement effective as of the date set forth below.

For eromnet For the Partner


Signature: Signature:

eromnet Co., Ltd. Business Name

Name of Signee

CEO Position

(Date) (Date)
South Korea Location

Page 3 of 3
eromnet and Partner's initials:
10FL, L&B Tower, Teheran-ro 414, Gangnam-gu, Seoul 06193, South Korea
t. +82-2-2088-7011

You might also like