Confidentiality agreement
Non-Disclosure Agreement (NDA)
Confidential Information Disclosure Policy
This Non-Disclosure Agreement (hereinafter 'Agreement') is entered into between BioRev Co., Ltd. (hereinafter 'Party A') and the corporation or individual (hereinafter 'Party B') that receives product information, technical information, analytical information, pricing information, or other information from Party A through Party A's website, inquiry forms, email, written documents, or other means. Party B shall be deemed to have confirmed and agreed to the contents of this Agreement at the time it submits an inquiry to Party A, receives information, views materials, receives samples, or performs equivalent acts.
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Article 1 Purpose
This Agreement aims to define the confidentiality obligations and appropriate conditions of use for confidential information disclosed or provided by Party A to Party B. This Agreement applies to all information related to research standards, natural active compounds, analytical data, product specifications, pricing conditions, supply conditions, technical background, evaluation materials, samples, etc. held or managed by Party A.
Article 2 Definition of Confidential Information
Confidential Information means all information disclosed, sent, presented, provided, or made accessible by Party A to Party B, regardless of the method of disclosure, including: ①Product names, component names, structural formulas, CAS numbers, molecular formulas, applications, specifications and other product-related information ②COA, HPLC, NMR and other analytical results, test data, evaluation results, charts, materials ③Technical information regarding the origin, extraction, isolation, purification, stabilization, standardization, processing, storage, and transportation of components ④Supply conditions, quotation conditions, sales prices, currency-specific prices, quantity conditions, transaction conditions ⑤Sample contents, composition, lot information, specification differences, packaging specifications, label information ⑥Party A's business plans, sales policies, product design, customer response policies, collaboration policies ⑦Additional materials and explanations provided individually after NDA execution ⑧Information explicitly designated as confidential by Party A ⑨Information that Party B may obtain or infer from Party A's products or samples themselves
Article 3 Confidentiality Obligations
Party B shall strictly maintain the confidentiality of Confidential Information and shall not disclose, leak, transmit, reproduce, distribute, or share it with any third party without Party A's prior written consent. Even when Party B needs to disclose Confidential Information to its officers, employees, outsourcers, advisors, affiliates, etc., it must obtain Party A's prior consent and may only disclose within the approved scope. Party B shall impose confidentiality obligations no less stringent than this Agreement on recipients and shall be responsible for their compliance. Party B shall manage Confidential Information with the care of a prudent manager.
Article 4 Limitation of Use Purpose
Party B may only use Confidential Information for product discussions, research discussions, analytical evaluations, supply consultations, feasibility studies for joint development with Party A, or purposes approved by Party A. Without Party A's prior written consent, Party B shall not use Confidential Information for any purpose other than those stated above. Party B shall not use Confidential Information for its own or any third party's sales activities, marketing activities, competitive actions, R&D, patent applications, technical applications, or commercial exploitation.
Article 5 Prohibited Acts
Party B shall not engage in the following acts with respect to Confidential Information and samples, products, materials, etc. provided by Party A: ①Reverse engineering, reverse analysis, reproduction, imitation, disassembly, or reconstruction ②Development, design, procurement, manufacture of identical or similar products, or outsourcing to third parties ③Estimation or analysis of component origins, extraction methods, separation methods, purity design, formulations, or preparation conditions ④Resale, redistribution, or unauthorized reproduction based on Party A's samples or information ⑤Providing Confidential Information or samples to analytical institutions, research institutions, third-party laboratories, etc. without Party A's permission ⑥Using Confidential Information for the benefit of itself or third parties ⑦Sharing prices, supply conditions, or transaction conditions with third parties ⑧Using information provided on the premise of NDA execution for purposes other than after NDA execution
Article 6 Special Provisions for Samples and Products
When Party A provides Party B with research standards, test samples, evaluation materials, or other items (hereinafter 'Samples, etc.'), Party B shall use them solely for its own internal review purposes. Party B shall not transfer, lend, provide in portions, resell, or share Samples, etc. with third parties. Party B shall not use Samples, etc. to attempt to identify Party A's technical background, origins, processes, or reproduction conditions. When Party B outsources testing, evaluation, or analysis of Samples, etc. to external parties, it must obtain Party A's prior consent. Party B shall treat results, findings, data, etc. obtained from Samples, etc. as Confidential Information under this Agreement.
Article 7 Special Provisions for Analytical Materials
COA, HPLC, NMR, spectra, chromatograms, analytical certificates, test reports, comparative materials, explanatory materials, and other analytical-related materials constitute important Confidential Information of Party A. Party B shall not reproduce, copy, save as screenshots, distribute internally or externally, present to other companies, use at academic conferences, use in papers, use for marketing, or post online any part or all of such materials. Party B shall not use analytical materials for any purpose other than its own review purposes. Party B shall not engage in activities that compete with Party A by reproducing components or comparing quality based on analytical materials.
Article 8 Intellectual Property Rights
All rights related to Confidential Information, including copyrights, know-how, trade secrets, inventions, utility models, designs, trademarks, technical information, and any other rights, belong to Party A or legitimate rights holders. Disclosure of Confidential Information under this Agreement does not grant Party B any transfer of rights, licenses, usage rights, or other rights. Party B shall not file applications for patents, utility models, designs, trademarks, or other rights based on Confidential Information.
Article 9 Exclusions from Confidential Information
The following information shall not be included in Confidential Information (only when Party B can prove its applicability): ①Information already publicly known at the time of disclosure by Party A ②Information that became publicly known after disclosure by Party A through no fault of Party B ③Information that Party B lawfully possessed before disclosure by Party A ④Information lawfully obtained from a third party with legitimate authority ⑤Information that Party B can prove was independently developed or obtained without reference to Confidential Information
Article 10 Restrictions on Reproduction and Storage
Party B shall limit the reproduction, printing, storage, backup, or recording of Confidential Information to the minimum reasonably necessary. When storing Confidential Information, Party B shall do so in a limited internal management environment and shall not allow access by unspecified persons. When storing or sharing on cloud services, shared servers, chat tools, etc., Party B shall take sufficient management measures to ensure that Party A's confidentiality is not compromised.
Article 11 Return, Deletion, and Disposal
When Party A requests, or when discussions between Party B and Party A conclude, Party B shall promptly return, delete, or dispose of Confidential Information and its copies, recording media, stored data, samples, etc. in accordance with Party A's instructions. After completing the above measures, Party B shall certify their implementation upon Party A's request.
Article 12 Term of Agreement
This Agreement takes effect when Party B agrees to this Agreement posted on Party A's website or receives information from Party A. The term of this Agreement is 5 years from the date of receipt of Confidential Information. Even after termination of this Agreement, Articles 3, 4, 5, 6, 7, 8, 11, and 13 shall remain in effect.
Article 13 Damages and Injunctive Relief
If Party B violates this Agreement and causes damage to Party A, Party B shall compensate Party A for all damages (including direct damages, indirect damages, lost profits, investigation costs, and attorney's fees). Party A may seek injunctive relief and other necessary legal measures when Party B violates or is at risk of violating this Agreement. This provision does not prevent Party A from exercising other rights.
Article 14 Exclusion of Antisocial Forces
Party B represents and warrants that it does not constitute antisocial forces and has no relationship with them. If Party B violates the preceding paragraph, Party A may terminate this Agreement without any notice.
Article 15 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Japan. All disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
Article 16 Formation of Consent
Party B shall be deemed to have agreed to all provisions of this Agreement upon performing any of the following: ①Checking 'Agree to NDA' on Party A's website ②Submitting an inquiry form ③Accessing the confidential information viewing page via QR code ④Receiving or viewing materials, COA, HPLC, NMR, samples, etc. sent by Party A