昨天一个加拿大的给我打电话，说他的客户要顶我们的东西，前提是要我签保密协议然后才发图纸给我。我觉得其他问题不大，不过第7条实行加利福尼亚的法律大家怎么看？咱不懂这个啊。协议如下
nondisclosure agreement
___________________________ and flextronics __________________________ enter into this agreement with the intent to exchange certain information with each other, and in consideration for said exchange agree as follows:
each party (the "receiving party") agrees that it shall use any proprietary information disclosed by the other party (the "disclosing party") under this agreement only for the purpose of discussing and evaluating a potential business relationship between the parties and will not use any such proprietary information for the provision of services or products .
2. the receiving party shall not disclose any proprietary information disclosed to it by the disclosing party to anyone other than its or its affiliates, employees, contractors or authorized representatives of the receiving party who he a need to know the information in connection with the purpose described in paragraph 1 and who he signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. the receiving party shall exercise the same degree of care to prevent disclosure of any proprietary information received from the disclosing party hereunder as it takes to preserve and safeguard its own confidential information but, in any event, no less than a reasonable degree of care. in the event of any loss or improper disclosure of the proprietary information, the receiving party shall promptly notify the disclosing party.
3. the existence, terms and conditions of this agreement are confidential and shall not be disclosed by the parties to any third-party without the other party’s prior written consent. the obligations of the receiving party with respect to the proprietary information contained in this agreement shall, unless specifically released earlier by the disclosing party in writing, extend for a period of three (3) years from the date on which such proprietary information is disclosed.
4. this agreement shall terminate one (1) year after the effective date of this agreement, except for the obligations of the parties hereto with respect to proprietary information received prior to such termination which shall survive such termination pursuant to paragraph 3 above.
5. no rights or obligations other than those expressly provided for in this agreement shall be implied from this agreement. nothing herein contained shall in any way affect the present and prospective rights of the parties under the patent laws of any country, or be construed to (i) grant to the receiving party a license under any present or future patent, patent application, trade secret or trademark related to the proprietary information of the disclosing party or (ii) restrict in any way the marketing of any product or merchandise of the receiving party unless such marketing will constitute a breach of this agreement by the receiving party.
6. this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. neither party shall he the right to assign or otherwise transfer its rights or obligations under this agreement except with the prior written consent of the other party, not to be unreasonably withheld
7. this agreement shall be governed by and interpreted in accordance with the laws of the state of california and the parties hereby consent to the personal and exclusive jurisdiction and venue of the california state courts and the federal courts located in santa clara county, california. notwithstanding the foregoing, except with respect to enforcing claims for injunctive or equitable relief, any dispute, claim or controversy arising from or related in any way to this agreement or the interpretation, application, breach, termination or validity thereof, including any claim[收起]
