Join Us

MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NONDISCLOSURE AGREEMENT is made and entered into on the ("Effective Date")
day of , 20 by and between Ruby Tech Corporation with principal offices at
3F, NO.1, Lane 50, Nan Kang Road, Sec.3, Taipei, Taiwan (“Ruby Tech”) and the visitor who is going to apply the user name and password to login Ruby Tech’s partner area in www.rubytech.com.tw. Ruby Tech and the visitor each is individually referred to herein as a “Party” and collectively they are referred to herein as the “Parties”.

1. Purpose.  The Parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, each Party may disclose to the other certain confidential technical and business information which the disclosing Party desires the receiving Party to treat as confidential.
2. “Confidential Information” means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, verbally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is confidential or proprietary information of the disclosing Party, including, in the case of Ruby Tech , any subsidiary of Ruby Tech , any information that is the confidential information of Ruby Tech .  The disclosing Party shall use reasonable efforts to designate at the time of disclosure or within a reasonable time thereafter (i) any written information or other information in tangible form that contains any Confidential Information of such Party as "Confidential," "Proprietary" or similar designation denoting confidentiality and (ii) any Confidential Information that is disclosed orally or in a visual or other intangible manner as Confidential Information that is subject to the confidentiality restrictions set forth in this Agreement.  Notwithstanding the foregoing, (i) any failure by the disclosing Party to indicate in writing or orally that a communication includes Confidential Information shall in no event give the receiving Party the right to treat any information disclosed to the receiving Party in such communication as not being Confidential Information that is subject to the confidentiality restrictions set forth in this Agreement unless the totality of the circumstances under which such communication was made would compel a reasonable person to conclude that the communication could not have been made by the disclosing Party with the intention that it would be treated as Confidential Information that is subject to the confidentiality restrictions set forth in this Agreement.  The information described in the Appendix attached hereto shall in all events constitute Confidential Information for the purposes hereof, whether or not so designated by the Party disclosing such information at the time or after disclosure.  Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) become publicly known and made generally available after disclosure by disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession; or (vi) is required by law to be disclosed by the receiving Party provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
3. Non-use and Non-disclosure.  Each Party agrees not to use any Confidential Information of the other Party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties.  Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s directors, employees or consultants, except to those directors, employees or consultants of the receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship and only if such directors, employees and consultants are subject to the same obligations of confidentiality as are contained in this Agreement.  Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party’s Confidential Information and which are provided to the Party hereunder.
4. Maintenance of Confidentiality.  Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party.  Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information.  Neither Party shall make any copies of the Confidential Information of the other Party unless the same are previously approved in writing by the other Party.  Each Party shall reproduce the other Party’s proprietary right notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
5. No Obligation.  Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
6. No Warranty.  ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. EACH PARTY MAKES NO WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
7. Return of Materials.  All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either Party to the other Party, and all copies thereof which are in the possession of the other Party, shall be and remain the proper property of the disclosing Party and shall be promptly returned to the disclosing Party upon the disclosing Party’s written request (a "Materials Return Request").
8. No License.  Nothing in this Agreement is intended to grant any rights to either Party under any patent, mask work right, or copyright of the other Party, nor shall this Agreement grant any Party any right in or to the Confidential Information of the other Party except as expressly set forth herein.
9. Term.  The obligations of each receiving Party hereunder shall survive until five (5) years after the last disclosure hereunder.
10. Remedies.  Each Party acknowledges that the Confidential Information constitutes valuable trade secrets of the disclosing Party and that any violation or threatened violation of this Agreement will cause the disclosing Party irreparable harm for which its remedies at law will be inadequate.  The receiving Party agrees that the disclosing Party shall have the right, in addition to any other remedies, to obtain the issuance of an ex parte restraining order or injunction to prevent any breach or continuing violation of the receiving Party's obligations hereunder.

Miscellaneous.  This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns.  This Agreement shall be governed by the laws of Taiwan, without reference to its conflict of laws principles. This document contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, either expressed or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein.  Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.  This Agreement may not be amended, or any obligation waived, except by a writing signed by both Parties hereto.

Company: Name :

Company
CEO
Country	Afghanistan Albania Algeria American Samoa Andorra Angola Anguilla Antarctica Antigua and Barbuda Argentina Armenia Aruba Australia Austria Azerbaijan Bahamas Bahrain Bangladesh Barbados Belarus Belgium Belize Benin Bermuda Bhutan Bolivia Bosnia and Herzegovina Botswana Bouvet Island Brazil British Indian Ocean Territory Brunei Bulgaria Burkina Faso Burundi Cambodia Cameroon Canada Cape Verde Cayman Islands Central African Republic Chad Chile China Christmas Island Cocos (Keeling) Islands Colombia Comoros Congo Cook Islands Costa Rica Cote d'Ivoire Croatia (Hrvatska) Cuba Cyprus Czech Republic Congo (DRC) Denmark Djibouti Dominica Dominican Republic East Timor Ecuador Egypt El Salvador Equatorial Guinea Eritrea Estonia Ethiopia Falkland Islands (Islas Malvinas) Faroe Islands Fiji Islands Finland France French Guiana French Polynesia French Southern and Antarctic Lands Gabon Gambia Georgia Germany Ghana Gibraltar Greece Greenland Grenada Guadeloupe Guam Guatemala Guinea Guinea-Bissau Guyana Haiti Heard Island and McDonald Islands Honduras Hong Kong SAR Hungary Iceland India Indonesia Iran Iraq Ireland Israel Italy Jamaica Japan Jordan Kazakhstan Kenya Kiribati Korea Kuwait Kyrgyzstan Laos Latvia Lebanon Lesotho Liberia Libya Liechtenstein Lithuania Luxembourg Macao SAR Macedonia, Former Yugoslav Republic of Madagascar Malawi Malaysia Maldives Mali Malta Marshall Islands Martinique Mauritania Mauritius Mayotte Mexico Micronesia Moldova Monaco Mongolia Montserrat Morocco Mozambique Myanmar Namibia Nauru Nepal Netherlands Netherlands Antilles New Caledonia New Zealand Nicaragua Niger Nigeria Niue Norfolk Island North Korea Northern Mariana Islands Norway Oman Pakistan Palau Panama Papua New Guinea Paraguay Peru Philippines Pitcairn Islands Poland Portugal Puerto Rico Qatar Reunion Romania Russia Rwanda Samoa San Marino Sao Tome and Principe Saudi Arabia Senegal Serbia and Montenegro Seychelles Sierra Leone Singapore Slovakia Slovenia Solomon Islands Somalia South Africa South Georgia and the South Sandwich Islands Spain Sri Lanka St. Helena St. Kitts and Nevis St. Lucia St. Pierre and Miquelon St. Vincent and the Grenadines Sudan Suriname Svalbard and Jan Mayen Swaziland Sweden Switzerland Syria Taiwan Tajikistan Tanzania Thailand Togo Tokelau Tonga Trinidad and Tobago Tunisia Turkey Turkmenistan Turks and Caicos Islands Tuvalu Uganda Ukraine United Arab Emirates United Kingdom United States United States Minor Outlying Islands Uruguay Uzbekistan Vanuatu Vatican City Venezuela Viet Nam Virgin Islands (British) Virgin Islands Wallis and Futuna Yemen Zambia Zimbabwe
Address
# of Employee
Business Type	Distributor SI Manufacturer Dealer / Reseller End User
(E.X:GS2208C-FW,EMC220B-User manual...)
Name
Title
Tel
Fax
email	Please Double Check
We will check your information and send your password to your e-amil