Unilateral Non-Disclosure Agreement

Unilateral Non-Disclosure Agreement

〔開示当事者の名称〕 (the Disclosing Party) and 〔受領当事者の名称〕 (the Receiving Party) agree as of 〔契約発効日〕 as follows.

Article 1. Confidential Information and Purpose

1.1 The Disclosing Party may disclose information in the following classes: 〔機密情報の種類〕, solely for the Receiving Party to evaluate 〔評価対象取引の内容〕 (the Purpose).

1.2 Confidential Information means information disclosed by or for the Disclosing Party to the Receiving Party or its Representatives on or after 〔契約発効日〕, in any form, that is marked confidential or that a reasonable recipient would understand to be confidential from its nature or context. It includes copies and analyses reflecting that information and the existence and status of the proposed transaction.

1.3 Disclosure grants no intellectual-property license and creates no obligation to disclose information or proceed with the transaction.

Article 2. Restricted Use and Recipients

2.1 The Receiving Party shall use Confidential Information only for the Purpose, protect it with at least reasonable care, and limit access to its directors, employees and professional legal, accounting or financial advisers who need it for the Purpose (Representatives).

2.2 Other recipients require the Disclosing Party’s prior written consent; any agreed additional recipients are 〔追加の情報受領者〕.

2.3 Before access, Representatives must be subject to confidentiality duties at least as protective as this Agreement or applicable professional duties. The Receiving Party remains responsible for their use and disclosure as if its own.

2.4 Information is excluded to the extent the Receiving Party can demonstrate from contemporaneous records that it became public without breach, was already lawfully known without a duty of confidence, was independently developed without use of Confidential Information, or was lawfully received from a third party without such a duty. No exclusion releases information that remains confidential in a nonpublic combination.

Article 3. Required Disclosure, Incidents and Return

3.1 If law or a binding legal process requires disclosure, the Receiving Party shall, to the extent lawful and reasonably practicable, give prompt advance notice, reasonably cooperate with a request for confidential treatment at the Disclosing Party’s expense, and disclose only the required portion.

3.2 It shall notify the Disclosing Party without undue delay and in any event within 24 hours after discovering unauthorized access, use or disclosure, take reasonable steps to contain it, and reasonably cooperate in remediation.

3.3 Within 〔返還期限の日数〕 calendar days after the Disclosing Party’s written request or the end of the disclosure term, the Receiving Party shall return or securely delete Confidential Information, including Representatives’ copies, and confirm completion in writing.

3.4 It may retain copies required by law and routine backup copies that cannot reasonably be isolated, solely in protected, non-active storage; those copies remain subject to this Agreement, may not be used for the Purpose, and must be deleted when the retention basis ends or the ordinary backup cycle completes.

3.5 Routine backups must in any event be deleted within 90 calendar days after the request or end of the disclosure term.

3.6 The Receiving Party shall identify legally retained categories, grounds and periods and confirm final deletion.

3.7 Use and confidentiality duties continue for all retained information until deletion even if the ordinary protection period has expired.

Article 4. Changes and Notices

4.1 An amendment, including any expansion of the Purpose or permitted recipients, is effective only if recorded in writing and agreed by authorized representatives of both parties; an email exchange identifying the amendment and expressly agreeing to it suffices.

4.2 A notice under this Agreement shall be sent to 〔開示当事者の通知先メールアドレス〕 for the Disclosing Party or 〔受領当事者の通知先メールアドレス〕 for the Receiving Party. An email notice takes effect when it reaches the recipient’s designated mailbox, supported by delivery evidence; absence of a bounce alone does not prove receipt. If delivery cannot be evidenced, the sender shall resend by a tracked delivery method to the recipient’s legal address notified before signature; the sender shall retain the sent email and delivery record.

4.3 A party may change its notice address by notice under this Article.

Article 5. Compliance and Restricted Material

5.1 Each party shall comply with law applicable to its own performance.

5.2 The parties shall not disclose personal data, export-controlled material or competitively sensitive material where its transfer or use requires additional legal safeguards, unless they have first agreed in writing to the safeguards and arrangements required for that material under applicable law. Such an arrangement supplements, and does not silently replace, this Agreement.

Article 6. Disclosure Term and Survival

6.1 The period during which information may be disclosed under this Agreement begins on 〔契約発効日〕 and ends on 〔情報開示期間の終了日〕.

6.2 Either party may end that period earlier by written notice, effective on receipt. Ending the period does not release obligations concerning information already disclosed.

6.3 The obligations in Articles 2 and 3 continue for 〔秘密保持期間の年数〕 years after the last disclosure, except that information qualifying as a trade secret remains protected for so long as it remains a trade secret under applicable law.

6.4 The return, retained-copy, dispute and other obligations needed to give effect to those provisions survive accordingly.

6.5 Ending the period does not authorize continued use for the Purpose.

Article 7. Liability, Law and Forum

7.1 Liability and remedies for breach are governed by applicable law; this Agreement sets no monetary liability cap or exclusion of remedies.

7.2 The parties shall first attempt to resolve a dispute through their designated representatives, but this does not prevent either party from seeking urgent relief.

7.3 This Agreement is governed by the laws of 〔準拠法〕, excluding its conflict-of-laws rules, and the courts of 〔専属管轄裁判所〕 have exclusive jurisdiction, subject to any mandatory rule that applies.

【Completion Check】

Before signature, enter the party names, dates, transaction description, information classes, any additional recipients (enter “none” if there are none), notice addresses, protection period, return deadline, governing law and courts in the variables above.

The disclosure end date must be later than the effective date; the return deadline and protection period must be positive numbers.

Identify any separately agreed arrangement under Article 5 by its title, parties and date in a signed amendment before transferring the material it covers.

Date: 〔契約発効日〕

First party: 〔開示当事者の名称〕 Signature: ____________________

Second party: 〔受領当事者の名称〕 Signature: ____________________