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### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Hyundai Motor Company
12 Heolleung-ro, Seocho-gu
Seoul 06797 Republic of Korea
$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made as of [] (“Effective Date”) by Hyundai Motor Company, a corporation organized and existing under the laws of the Republic of Korea (“HMC”), and []. HMC and [] shall be referred to each as a “Party” and collectively as the “Parties”. $ ### Assistant: Revised:no revision\nComment:Please provide the actual date the contract was signed.
For the sake of party specificity, please include the other party's full name and principal office address. |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Whereas HMC and [] intend to [] (the “Proposed Cooperation Project”)$ ### Assistant: Revised:no revision\nComment:Please specify the scope of the business you wish to collaborate on. This does not simply mean that both parties will cooperate in the business, but is important to determine the scope of confidential information to be exchanged. |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Confidential Information (as defined below) will need to be exchanged between the Parties during the course of negotiations and evaluation of the Proposed Cooperation Project; and$ ### Assistant: Revised:no revision\nComment:In some cases, the information we provide may require prior authorization under national law (e.g., hydrogen fuel cells require authorization from the Ministry of Trade, Industry and Energy, which is the lead ministry under the Act on the Prevention and Protection of Leakage of Industrial Technology). We recommend that you discuss these matters with the department in charge and leave a comment. |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$both Parties desire to keep such Confidential Information confidential and protect it from unauthorized dissemination and use.$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$NOW, THEREFORE, in good and valuable consideration of the premises, mutual promises and covenants contained herein, the Parties agree as follows:$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$The term “Confidential Information” means any information (whether conveyed orally or in printed or electronic format or in whatever other manner) disclosed by one Party to the other after the date of this Agreement, that (a) is contained in or relates to any information memoranda, business proposals or other documentation relating to the Proposed Cooperation Project that may be prepared by a Party or on its behalf, or (b) relates to any financial, technical, business, operational, commercial, administrative, marketing, planning, staff, management and economic information, data and know how of either Party, whether or not directly related to the Proposed Cooperation Project$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$if information is disclosed orally or in other non-tangible form, it must be identified as confidential at the time of disclosure, and must be subsequently reduced to writing where the resulting writing must be marked or stamped “Confidential” or with a similar marking, and provided to the receiving Party within fourteen (14) days after the date of disclosure. Notwithstanding the foregoing, Confidential Information shall not include documentation, information, data or know-how which and to the extent$ ### Assistant: Revised:no revision\nComment:If we provide information to you orally, rather than in written form, we must disclose that it is confidential at the time of provision and reconfirm it in writing at a later date (within 14 days). |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$is publicly known at the time of disclosure to the receiving Party or to one of its employees or professional advisors,$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$becomes publicly known after such disclosure other than through an unauthorized disclosure by the receiving Party or one of its employees or professional advisors in breach of an obligation of confidentiality under this Agreement, $ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$lawfully comes into the possession of the receiving Party or one of its employees or professional advisors from a third party on a non-con¬fidential basis as evidenced by the receiving Party, and as far as the receiving Party is aware is provided by such third party other than in breach of a confidentiality obligation owed by it to the other Party, or$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$is developed independently by the receiving Party without use of or reference to the Confidential Information, as established by written evidence$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$was in the receiving Party’s possession without confidentiality obligation prior to receipt from the relevant disclosing Party.$ ### Assistant: Revised:should be deleted\nComment:should be deleted |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$The term “Affiliate” of a Party shall mean any company (i) directly or indirectly owned or controlled by the Party, (ii) directly or indirectly owning or controlling the Party or (iii) under the same di¬rect or indirect ownership or control as the Party. Ownership or control shall exist through the direct or indirect ownership of more than 50% of the shares of a company or through the direct or indirect right by any other means en¬titling to elect the majority of the directors of a company or persons performing similar functions. Notwithstanding the foregoing, Kia Corporation shall be deemed as an Affiliate of HMC for the purpose of this Agreement.$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$The Parties undertake, during the period applicable under Section 10:$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$to use the Confidential Information of the other Party solely for the purpose of the evaluation and/or performance of the Proposed Cooperation Project,$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$to keep and treat the Confidential Information of the other Party strictly confidential, and not to disclose any Confidential Information of the other Party except as provided under this Agreement, and
$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$to treat the Confidential Information of the other Party with the same degree of care as is used with respect to the receiving Party’s own equally important Confidential Information to avoid disclosure to any third party, but at least with reasonable care$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$For the purpose of Sections 1 through 4 and Section 9 of this Agreement, the term “Party” shall include each Affiliate of a Party that participates in the evaluation, structuring or negotiation of the Proposed Cooperation Project in accordance with Section 4 below$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Notwithstanding the foregoing, no recipient of Confidential Information will be prevented, after giving written notice to the Party from which it received certain specified Confidential Information, from disclosing such Confidential Information to any person or court if and to the extent required by law or to governments and government agencies pursuant to subpoenas and other discovery or inquiry procedures or pursuant to reporting requirements of such governments or government agencies$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$provided that such recipient will use reasonable efforts to have such person, court, governments or government agencies treat such information as confidential, provided that the receiving Party first advises the disclosing Party prior to the disclosure, unless such notice is prohibited by applicable law, so that the disclosing Party may seek appropriate relief from the court order and, provided further, that the receiving Party shall disclose only that portion of the Confidential Information which is legally required to be disclosed and request confidential treatment of the Confidential Information$ ### Assistant: Revised:no revision\nComment:Please note that even if you are required by law to provide confidential information to a court/government department, you are still required to make minimum efforts (such as prior notice) to protect it. |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Each Party may disclose Confidential Information received from the other Party only to those employees, Affiliate(s) and/or professional ad¬visors who need to know such information for purposes of evaluating, structuring or negotiating the Proposed Cooperation Project, provided, however, that such employees, $ ### Assistant: Revised:no revision\nComment:At times, some parties may wish to remove this paragraph and restrict sharing information with external advisors (e.g., law firms and accounting firms). However, since we're assessing business feasibility and conducting due diligence with both our in-house team and external advisors, please try to retain the original paragraph |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Affiliate(s) and/or professional advisors have assumed the same confidentiality obli¬gations as the receiving Party under this Agreement.$ ### Assistant: Revised:no revision\nComment:Occasionally, we receive requests for language that prevents us from making public announcements about whether a business is open for business. Please see the wording below. "The receiving Party undertakes that it shall not, without the disclosing Party’s prior written consent, reveal to any person or otherwise announce that the Proposed Cooperation Project is (or was) under consideration, that negotiations or discussions are (or were) taking place between Parties, the status or progress of such negotiations (including termination of negotiations) or that Confidential Information has been provided." |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$The Parties shall discuss and negotiate the Proposed Cooperation Project without being obliged to enter into further contractual or other relationships with each other, and the execution of this Agreement shall not be construed as constituting a binding legal obligation by the Parties to undertake the Proposed Cooperation Project. $ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Under this Agreement the Parties shall grant each other no rights, in particular no ownership rights, license, reproduction, replication, or reconstruction and usage rights or any other intellectual property rights or option rights with respect to the disclosed Confidential Information$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$The Parties shall, after termination or expiration of this Agreement, upon disclosing Party’s request, return any and all Confidential Information received in whatever form whether it is written or in an electronically provided, and any copies they may have made thereof. $ ### Assistant: Revised:no revision\nComment:If we receive materials, we must return them upon the other party's request after the termination of the contract, which is different from simple destruction, so please be careful to manage the relevant information. |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$This shall not apply to routinely made back-up copies of electronically-exchanged data if the back-up copies will be destroyed in accordance with the regular ongoing records retention process of such Receiving Party.$ ### Assistant: Revised:no revision\nComment:If we receive the material, you may want to consider adding a clause to that effect. |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$The Parties shall not be liable for the disclosed information. All the information disclosed to the receiving Party is delivered “AS-IS”, and all representation or warranties, whether expressed or implied, including without limitation warranties or conditions for fitness for a particular purpose, merchantability, title and non-infringement are hereby disclaimed$ ### Assistant: Revised:no revision\nComment:We do not guarantee the completeness of the information we receive. If we do receive material, please use caution when utilizing it |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$This Agreement may not be assigned by any Party without the written consent of the other Party, and any such purported assignment, absent such written consent, shall be null and void and of no legal effect. This Agreement shall apply to the respective successors and assigns of the Parties$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Unless extended by written consent of the Parties, this Agreement shall expire [12] months after the Effective Date. Notwithstanding the foregoing, the obligations to hold Confidential Information in confidence shall expire [2~5] years after its termination or expiration of this Agreement$ ### Assistant: Revised:no revision\nComment:please check number in [] |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Unless extended by written consent of the Parties, this Agreement shall expire [12] months after the Effective Date. Notwithstanding the foregoing, the obligations to hold Confidential Information in confidence shall survive the termination of this Agreement unless agreed otherwise by Parties$ ### Assistant: Revised:no revision\nComment:please check number in [] |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$All notices under this Agreement shall be written in the English language and sent by email or registered mail, addressed to the Party to whom the notice is given as follows:$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$provided that either Party may from time to time change the address to which notices to it are to be sent by giving written notice of such change to the other Party$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea$ ### Assistant: Revised:no revision\nComment:The governing law is preferably Korean law and the dispute resolution is preferably in Korean courts or the Korea Commercial Arbitration Board (KCAB), but if this is not acceptable, a third country with a well-developed legal system is the next best option. This can be agreed upon during the negotiation process The governing law and dispute resolution process is a matter of whose favor it is. |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$All disputes, controversies, or differences which may arise between the Parties, out of or in relation to or in connection with this Agreement, or for the breach thereof, shall be finally settled by arbitration in Seoul, Republic of Korea in accordance with the Rules of International Arbitration for the Korean Commercial Arbitration Board ("KCAB”) which shall be administered in KCAB. The award rendered by the arbitrator shall be final and binding on the Parties.$ ### Assistant: Revised:no revision\nComment:Unless there are special circumstances, it is desirable that the governing law and the venue of the dispute resolution proceedings be the same. In the event that the parties wish to have a third country as the actual venue of the arbitration, rather than the legal seat as defined herein, the content of this clause shall remain the same, but only the venue may be resolved by separate agreement between the parties.The governing law, preferably Korean law, is advantageous to us in terms of accessibility and understanding (although it is customary, but not mandatory, to choose the law of a third country other than the governing law of the parties) |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$All disputes, controversies, or differences which may arise between the Parties, out of or in relation to or in connection with this Agreement, or for the breach thereof, shall be finally settled by arbitration in Seoul, Republic of Korea in accordance with the Rules of International Arbitration for the Korean Commercial Arbitration Board ("KCAB”) which shall be administered in KCAB. The award rendered by the arbitrator shall be final and binding on the Parties$ ### Assistant: Revised:no revision\nComment:Unless there are special circumstances, it is desirable that the governing law and the venue of the dispute resolution proceedings be the same. In the event that the parties wish to have a third country as the actual venue of the arbitration, rather than the legal seat as defined herein, the content of this clause shall remain the same, but only the venue may be resolved by separate agreement between the parties.The governing law, preferably Korean law, is advantageous to us in terms of accessibility and understanding (although it is customary, but not mandatory, to choose the law of a third country other than the governing law of the parties) |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea$ ### Assistant: Revised:no revision\nComment:If we are the primary recipient of information: We recommend choosing Singapore law, which has strict trade secret requirements and permits disclosure of confidential information with certain exceptions.
If we are the primary recipient of information: We recommend choosing English or German law, which have similar trade secret protection laws and are more predictable. |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$All disputes, controversies, or differences which may arise between the Parties, out of or in relation to or in connection with this Agreement, or for the breach thereof, shall be finally settled by arbitration in Seoul, Republic of Korea in accordance with the Rules of International Arbitration for the Korean Commercial Arbitration Board ("KCAB”) which shall be administered in KCAB. The award rendered by the arbitrator shall be final and binding on the Parties$ ### Assistant: Revised:no revision\nComment:When choosing the law of a third country as the governing law, it is common to choose a city within that country as the seat of the arbitration.
1) German law, ICC arbitration in Frankfurt
2) Singapore law, ICC arbitration in Singapore
3) English law, ICC arbitration in London |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Each Party acknowledges that any disclosure, use or misappropriation of Confidential Information of another party in violation of this Agreement would cause such Party irreparable harm for which there may be no adequate remedy at law. Accordingly, each Party agrees that such other Party shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies available to it at law or in equity.$ ### Assistant: Revised:no revision\nComment:It is common for requests for interim measures (such as preliminary injunctions to prevent the actual act of disclosure) to be filed in the courts of the country where the request is made, regardless of jurisdiction. Occasionally, jurisdictional limitations are amended to accommodate dispute resolution, but unless the reason for this is clear, it is best to keep the original language. |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$There shall be no supplementary agreements. Any alterations, modifications, amendments or supplements must be in writing. This requirement may be waived only in writing$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements expressed or implied, written or oral, with respect to the subject matter thereof$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$Should any provision of this Agreement be or become invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement$ ### Assistant: Revised:no revision\nComment:no comment |
### Human: Please revise and comment sentence wrapped by '$',your answer format is (Revised:{Revised} Comment:{Comment}).$If a party violates this non-disclosure agreement it owes a payment to the other party, unless it can prove that it was not at fault. For each violation, the payment amounts to CHF 100’000. Payment shall not release the party in breach from its confidentiality obligations, but the payment shall be set off against any compensation payments related to the violation of this non-disclosure agreement.$ ### Assistant: Revised:no revision\nComment:We strongly recommend that you guide them towards deletion, as you will be immediately liable without proof of damages. |
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