Confidentiality

This Confidentiality Agreement ("Agreement") is made and effective the [Date] by and between [Client] ("Owner" or "Client") and [The TR Company] ("Recipient" or "The TR Company").

Confidential Information

The Client proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to The TR Company. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to The TR Company by the Client. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure.

Recipient’s Obligations

A. The TR Company agrees that the Confidential Information is to be considered confidential and proprietary to the Client and The TR Company shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with the Client, and shall disclose it only to its officers, directors, or employees with a specific need to know. The TR Company will not disclose, publish or otherwise reveal any of the Confidential Information received from the Client to any other party whatsoever except with the specific prior written authorization of the Client.
B. Confidential Information furnished in tangible form shall not be duplicated by The TR Company except for the purposes of this Agreement or the pertaining Translation Agreement executed with the Client. Upon written request of the Client, The TR Company shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At The TR Company’s option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient.

Term

The obligations of The TR Company herein shall be effective [Non-Disclosure Period] from the date the Client last discloses any Confidential Information to The TR Company pursuant to this Agreement.

Other Information

The TR Company shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by The TR Company; is rightfully received by The TR Company without obligations of confidentiality; or is developed by The TR Company without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to the Client along with the asserted grounds for disclosure.

No Publicity

The TR Company agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the pertaining Translation Agreement executed with the Client, or the fact that discussions are being held with the Client.

No Assignment

The TR Company may not assign this Agreement or any interest herein without the Client’s express prior written consent.

Notices

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

If to the Client:
[Owner]
[Owner’s Address]

If to The TR Company:
Cynthia Farber
The TR Company
Zabala 1640, 2 A (1426)
Buenos Aires, Argentina

No Implied Waiver

Either party’s failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Client] Signature Block [The TR Company] Signature Block