1. Purpose. The Parties would like to discuss a potential business relationship or transaction involving Potash One’s greenfield potash mine in Saskatchewan in Canada (the “Transaction”). In connection therewith, each Party may disclose or cause to be disclosed (each such person, a “Disclosing Party”) to any other Party (each such person, a “Receiving Party”) certain information which Disclosing Party desires Receiving Party to treat as confidential.
2. Confidential Information.
(a) “Confidential Information” means any information or data that is confidential, proprietary, or secret to a Party including, but not limited to, any and all information pertaining to such Party’s activities, business, or work; such as data, technology, drawings, plans, contracts, models, ideas, methods, current or projected business strategies, projected financial information, specifications, and other confidential and proprietary business, technical and management information related to such Party (the “Information”) provided by a Disclosing Party to a Receiving Party regarding the Transaction. Analyses, presentations or other materials prepared by a Party regarding the Transaction shall be deemed to be Information provided by the other Party to the extent such materials contain Information provided by such other Party. Information shall only be subject to obligations of confidentiality and restrictions on use or disclosure under this Agreement if it is either (i) in writing or other tangible form marked “Confidential” or (ii) if not in tangible form (i.e., disclosed orally or observed), then identified as confidential at the time of disclosure or observation and summarized in writing marked “Confidential” and delivered to a Receiving Party within thirty (30) days of such disclosure or observation. No Party is obligated under this Agreement to provide Information to any other Party.
(b) The term “Confidential Information” does not include any information which (i) Receiving Party demonstrates is generally available to and known by the public (other than as a result of its disclosure by Receiving Party or any party to whom Receiving Party has disclosed such information), (ii) was known to Receiving Party or its Representatives prior to disclosure of information by Disclosing Party; (iii) becomes available to Receiving Party from a person who is not, to Receiving Party’s knowledge, otherwise bound by a confidentiality agreement or by any other obligation of secrecy with respect to the information, and is not otherwise prohibited from transmitting the information to Receiving Party, or (iv) is independently developed by Receiving Party or its Representatives without use of any Confidential Information.
谢谢帮忙...不过请不要用机器翻...谢谢...毕竟机器翻的有太多的错误的...