Confidentiality Agreement
This Confidentiality Agreement (“Agreement”) is entered into as of the client arranges the payment to ABC Translation Company and agrees to instruct the company to commence translation their documents, by and between:
ABC Translation Company (hereinafter referred to as the “Company”), and
Client（hereinafter referred to as the “Client”).
The parties agree to the following terms and conditions:
1. Purpose The Client has engaged the Company to provide translation and related services (the “Services”). In the course of performing these Services, the Company may have access to confidential and proprietary information belonging to the Client. This Agreement governs the obligations of confidentiality and non-disclosure between the parties.
2. Definition of Confidential Information “Confidential Information” means all information, data, documents, materials, or other content, whether written, oral, electronic, or otherwise, provided by the Client to the Company in connection with the Services, including but not limited to:
- Personal, legal, financial, or business information.
- Documents and materials requiring translation.
- Any proprietary data, trade secrets, or intellectual property.
Confidential Information does not include information that: (a) Is publicly available at the time of disclosure or subsequently becomes publicly available without breach of this Agreement. (b) Was known to the Company before disclosure by the Client. (c) Is independently developed by the Company without use of or reference to the Client’s Confidential Information. (d) Is required to be disclosed by law, regulation, court order, or government authority, as outlined in Clause 6.
3. Obligations of the Company The Company agrees to: (a) Use Confidential Information solely for the purpose of providing the Services. (b) Not disclose or share Confidential Information with any third party without the prior written consent of the Client, except as required to perform the Services or as permitted by law. (c) Take all reasonable precautions to safeguard Confidential Information against unauthorized access, use, or disclosure. (d) Ensure that any employees, subcontractors, or agents who require access to Confidential Information to perform the Services are bound by confidentiality obligations consistent with this Agreement.
4. Obligations of the Client The Client agrees to: (a) Provide the Company with all necessary and relevant information required to perform the Services. (b) Clearly identify any documents or materials as Confidential Information if such designation is not apparent.
5. Permitted Disclosures The Company may disclose Confidential Information: (a) To authorized employees, subcontractors, or agents who need access to perform the Services, provided they are bound by confidentiality obligations. (b) If required by law, regulation, court order, or government authority, provided that the Company gives prompt notice to the Client (unless prohibited by law) to allow the Client to seek a protective order or other remedy.
6. Return or Destruction of Confidential Information Upon completion of the Services or termination of this Agreement, the Company agrees to permanently delete or destroy any copies of Confidential Information in its possession, whether physical or electronic, unless otherwise required to retain such information by law.
7. Term of Agreement This Agreement shall remain in effect: (a) During the term of the Services provided by the Company.
8. Remedies for Breach The Client acknowledges that unauthorized disclosure or use of Confidential Information by the Company may cause irreparable harm. In the event of a breach of this Agreement, the Client shall have the right to seek injunctive relief, damages, or other legal remedies as permitted by law.
9. Governing Law This Agreement shall be governed by and construed in accordance with the laws of Australia, without regard to its conflict of laws principles.
10. Entire Agreement This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.
11. Amendments Any amendments to this Agreement must be made in writing and signed by both parties.