Confidentiality Agreement (Disclosing)

This Confidentiality Agreement (Agreement) is entered into by and between Lenovo Mexico, S. de
R.L. de C.V., a Mexican corporation, having an office at Paseo de los Tamarindos No. 400A, Torre
1 Piso 27, Colonia Bosques de las Lomas, Mexico DF (05120), CP 05349 (Lenovo), and [Click
here to type name of other party], (Recipient). Lenovo and Recipient may be individually referred
to hereinafter as Party and collectively as Parties. For the purposes of this Agreement, Lenovo
shall include its affiliates. The term affiliates means entities that control, are controlled by, or are
under common control with the Lenovo entity identified above.
In consideration of the mutual promises, conditions, and covenants set forth herein, the Parties
agree as follows:
1.

Purpose and Subject of Disclosure. In connection with presentations, demonstrations,

proposals, meetings and/or discussions for the purpose of [Click here to type the purpose of
the disclosure]. Lenovo may, from time to time, disclose to Recipient certain marketing,
business development, technical, financial, and other information on the subject of [Click
here to type the subject of the disclosure].

2.

Definition of Confidential Information. Information disclosed by Lenovo to Recipient

consisting of past, present and future business, financial, technical and commercial
information, including but not limited to business concepts, prices and pricing methods,
marketing and customer information, financial forecasts and projections, technical data,
schematics, analyses, ideas, methods, trade secrets, processes, know-how, computer
programs, prototypes, designs, specifications, techniques, drawings, and any other data or
information learned from Lenovos employees or agents, or through inspection of Lenovos
property, shall be considered and referred to collectively in this Agreement as Confidential
Information.

3.

Exclusions from Confidential Information. Information disclosed hereunder shall not be

deemed to be Confidential Information and Recipient shall have no obligation with respect
to any such information which: (a) can be demonstrated to have been known to Recipient
prior to receipt from Lenovo; (b) is, or becomes, generally available to the public through no
wrongful act of or breach by Recipient; (c) is received by Recipient from a third party without
similar restrictions and without breach of this Agreement; or (d) is independently developed
by Recipient without the use of the Confidential Information disclosed hereunder. Recipient
shall bear the burden of proof in any dispute regarding the applicability of any exclusion.

4.

Nondisclosure and Nonuse of Confidential Information. Recipient shall hold Confidential

Information in confidence and shall not disclose, publish, or disseminate Confidential
Information to any third party. Recipient shall use the same degree of care to prevent
disclosure of Confidential Information as it employs with respect to its own confidential
information of like importance, and shall limit distribution of Confidential Information to only
its employees with a need to know and who have agreed to protect and preserve the
confidentiality of such information in a written agreement with terms no less restrictive than
those herein. Such employees shall be identified in writing to Lenovo and shall not exceed
ten (10) in total without the prior written authorization of Lenovo. Recipient shall hold
Confidential Information in a secure storage area, e.g., desk, file cabinet, computer or room,
which has access limited to the employees identified by Recipient in writing as described
above.

5.

Notice of Disclosure. Where practical, all Confidential Information disclosed by Lenovo

pursuant to this Agreement shall be marked or identified at the time of disclosure as

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Confidential or Proprietary. Any oral or visual disclosure by Lenovo shall be summarized

in writing and transmitted to Recipient within thirty (30) days of the date of disclosure.

6.

Return of Confidential Information. All Confidential Information disclosed pursuant to this

Agreement shall be deemed the property of Lenovo. Upon the termination or expiration
of this Agreement, or at anytime on five (5) days notice, Recipient shall, at Lenovos sole
option, either return to Lenovo all documents and other tangible property disclosed as
Confidential Information pursuant to this Agreement, including, but not limited to, all
computer programs or data, documentation, notes, plans, and drawings, and all writings
derived therefrom, and all copies thereof, or provide Lenovo with a written assurance that
all such materials have been destroyed.

7. Compelled Disclosure. In the event that Recipient becomes aware that it may be
compelled by law, regulation or legal process to disclose Confidential Information to a
third party, Recipient shall immediately notify Lenovo in order that Lenovo may take
action to prevent or limit such disclosure.
8.

Equitable Relief. Recipient hereby acknowledges that unauthorized disclosure or use of

Confidential Information could cause irreparable harm and significant injury to Lenovo,
the extent of which may be difficult to ascertain. Accordingly, Lenovo shall be entitled to
immediate injunctive relief to enforce Recipients obligations under this Agreement, in
addition to any other rights and remedies at law.

9.

No License to Confidential Information. All Confidential Information, including, but not

limited to, patents or other intellectual property rights therein, shall remain the property of
Lenovo. No license or other rights to Confidential Information, including, without
limitation, any invention, discovery, or improvement made, conceived, or acquired, prior
to or after the date of this Agreement, is granted or implied by this Agreement. Recipient
shall not include Confidential Information in any copyright registrations, patent
applications, or similar registrations of ownership. In the event that Recipient does so in
violation of this Agreement, Recipient hereby assigns to Lenovo, without cost, all such
registrations and applications.

10. No Warranty. ALL CONFIDENTIAL INFORMATION DISCLOSED TO RECIPIENT IS

PROVIDED AS IS AND WITHOUT ANY WARRANTY WHATSOEVER, WHETHER
EXPRESS, STATUTORY OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS OR
PERFORMANCE.
11. Export Prohibited. Confidential Information disclosed hereunder may be subject to export
control laws and regulations of the United States. Recipient shall not export any export
controlled Confidential Information disclosed hereunder from the United States without
complying with regulations of the Bureau of Export Administration of the United States
Department of Commerce. Recipient shall not re-export any export controlled
Confidential Information disclosed hereunder from the country of delivery without fully
complying with the regulations of the Bureau of Export Administration of the United
States Department of Commerce.
12. Governing Law, Venue, Attorneys Fees and Waiver of Jury Trial. This Agreement shall
be governed by and construed in accordance with the laws of the State of New York,
excluding its rules regarding conflict of laws. The Parties agree that any action to enforce
any provision of this Agreement or arising out of or based upon this Agreement shall be
brought in a state or federal court of competent jurisdiction in the State of New York. The
non-prevailing Party in any such action shall be liable for and pay to the prevailing Party
reasonable attorneys fees and court costs associated with any such proceeding. Each
Party waives its right to a jury trial in any action arising under this Agreement.
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13. Assignment and Change of Control. Recipient may not assign this Agreement without the
prior written consent of Lenovo. In the event that Recipient comes under the control of a
third party or Recipient or a party that controls Recipient enters into an agreement
relating to a change in control with a third party, Recipient shall immediately notify
Lenovo and, if directed by Lenovo, either return or destroy all Confidential Information
received from Lenovo. The term control shall mean the power to influence, directly or
indirectly, the management of Recipient through ownership, voting shares, contract or
otherwise.
14. Independent Contractors. At all times relevant to this Agreement, the Parties shall be
independent contractors and this Agreement shall not create any agency, partnership,
joint venture, or other form of business relationship between the Parties. This Agreement
is not a commitment by either Party to enter into a transaction or business relationship,
nor is it an inducement for either Party to spend funds or expend resources. Nothing in
this Agreement shall be construed to obligate Lenovo to provide Confidential Information
to Recipient.
15. Effective Date, Term, Termination and Period of Confidentiality. This Agreement shall be
effective on the date of the last signature below (Effective Date). The term of this
Agreement shall commence on the Effective Date and shall continue for a period of one
(1) year. This Agreement may be terminated at any time on five (5) days notice to the
other Party. The confidentiality obligations of Recipient shall remain in effect for a period
of three (3) years following the date of termination or expiration of this Agreement.
16. Entire Agreement, Amendments and Counterparts. This Agreement constitutes the entire
understanding between the Parties relative to the Confidential Information identified
herein. It supersedes and is in lieu of all prior and collateral agreements, written or
otherwise, between the Parties, relative to the subject matter hereof. This Agreement
may not be modified or amended in any way unless in writing and signed by both Parties
hereto. This Agreement may be signed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same agreement, even if
each Party has not signed the same counterpart.

ACCEPTED AND AGREED TO:

ACCEPTED AND AGREED TO:

Lenovo Mexico, S. de R.L. de C.V.

[Click here to type name of other party]

By:_____________________________________ By:_____________________________________
Printed Name and Title

Printed Name and Title

Date

Date

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