契約書は、損益計算書・貸借対照表などの財務書類と比較すると少し分かりにくい表現が多いと思います。これは、日本語の契約書が、誤解を生じさせないために普通の日本語表現に比べて、まどろっこしくなっているのと同じです。これらの扱いについては、基本的には、海外取引に詳しい弁護士などの専門家に依頼することが多いと思いますので、個々のビジネスマンが細かいところまで作成する必要性はそれほど大きくはないでしょう。ここでは、契約書に特有の語彙を把握することを目的として、わが社と海外の企業との秘密保持契約書の一部を修正したものを事例としてあげておきます。
| 契約書専門用語 | |
|---|---|
| 英文 | 和訳 |
| hereinafter | 以下～（とする） |
| whereas | ～であるのに対して |
| Now therefore | よって |
| thereof | それに関して |
| article | 条（日本国憲法9条などの） |
| hereof | これに関して |
| clause | 条項 |
| thereto | それに（加えて） |
| therefrom | その場所から、そこから |
| hereto | この文書に、ここに |
Non-Disclosure (Confidentiality) Contract
This Contract is struck between Language Village (hereinafter “Recipient”) and DAIHO CO.,LTD. (hereinafter “Discloser”).
WHEREAS Discloser possesses certain data and information relating to its products that is confidential and proprietary to Discloser (hereinafter “Confidential Information”); and
WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Contract for the purpose of doing this products related business;
NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Contract, the parties agree as follows:
1. Disclosure
Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information for the purpose of implementing the project (hereinafter,“Project”).Confidential Information shall include without limitation:
(ⅰ) Information and documents in writing or in machine-readable form relating to the Project; and
(ⅱ) other related information.
Nothing in this Contract shall require the Company to continue any discussions or to enter into any agreement in connection with the Project.
2. Confidentiality
2.1 No Use
Recipient agrees not to use the Confidential Information in any way, or to create or test any product embodying Confidential Information. Recipient agrees not to develop the same or similar products based on Confidential Information. Recipient shall use Confidential Information for the purpose of implementing the Project.
2.2 No Disclosure
Recipient agrees to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient’s employees having a need for disclosure in connection with Recipient’s authorized use of the Confidential Information.
2.3 Protection of Secrecy
Recipient agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.
To ensure such protection, the Recipient shall agree to have its employees and any third party to which the Recipient needs to disclose Confidential Information, agree in writing to obey confidential duties contained in this Contract.
3. Limits on Confidential Information
Despite the Article2 hereof Confidential Information shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information:
(a) was known to Recipient prior to receiving any of the Confidential Information from Discloser;
(b) has become publicly known through no wrongful act of Recipient;
(c) was received by Recipient without breach of this Contract from a third party without restriction as to the use and disclosure of the information;
(d) was independently developed by Recipient without use of the Confidential Information;
(e) was ordered to be disclosed by the requirement of a government agency; or
(f) was approved by the Disclosure to disclose it prior to such disclosure. If Recipient claims limits under this Clause, Recipient has burden to prove the fact. Otherwise, Recipient is unable to obtain benefits under this Clause.
4. Ownership of Confidential Information
Nothing in this Contract shall be construed as granting or conferring any title to or right or license in any of Confidential Information. All Confidential Information shall remain at all times the property of the Discloser.
5. Term and Termination
The obligations of this Contract shall be continuing even after the termination of basic contract.
6. Termination
The obligations of this Contract shall be continuing even after the termination of basic contract.
Discloser may, upon written notice to Recipient, cancel the rights granted under this Contract. If Recipient falls into any of the following events:
(ⅰ) Recipient breaches its obligations under Article 2 hereof and such breach shall remain uncured for a period of ten(10) days after the receipt by Recipient of written notice from Discloser of such breach;
(ⅱ) files a petition in bankruptcy, corporate reorganization or rehabilitation, or has a petition therein files against it if not dismissed within sixty(60) days; or
(ⅲ) otherwise fails to comply in material respects with any provision of this Contract and such failure continues for thirty(30) days after written notification from Discloser.
6. Termination
The obligations of this Contract shall be continuing even after the termination of basic contract.
Discloser may, upon written notice to Recipient, cancel the rights granted under this Contract. If Recipient falls into any of the following events:
(ⅰ) Recipient breaches its obligations under Article 2 hereof and such breach shall remain uncured for a period of ten(10) days after the receipt by Recipient of written notice from Discloser of such breach;
(ⅱ) files a petition in bankruptcy, corporate reorganization or rehabilitation, or has a petition therein files against it if not dismissed within sixty(60) days; or
(ⅲ) otherwise fails to comply in material respects with any provision of this Contract and such failure continues for thirty(30) days after written notification from Discloser.
7. Effects of Termination
In the event of such cancellation, all rights granted in this Contract shall immediately cease to exist, and Recipient shall promptly discontinue all use of the Confidential Information and shall, within ten(10) days after the effective date of any such cancellation, certify in writing to Discloser that such Confidential Information and all copies and materials relating thereto in the possession of Recipient have been destroyed.
8. Survival of Rights and Obligations
This Contract shall be binding upon, inure to the benefit of, and be enforceable by Discloser, its successors and assigns; and Recipient, its successors and assigns.
9. Breach of this Contract
Confidential Information is extremely important assets to the Discloser. If Recipient breaches any provision of Clause No.2 of this Contract, Recipient is responsible for payment of liquidated damages until Recipient has proved to the Discloser that breach of the provision has been remedied and corrected completely.
10. General
(1)Governing Law and Jurisdiction
This Contract shall be governed by and construed according to the laws of Japan and both parties submit to the non-exclusive jurisdiction of Shizuoka District Court and Courts entitled to hear appeals therefrom.
(2)Entire Agreement
This Contract and any exhibit integrated hereto shall constitute the entire agreement and understanding between the Discloser and the Recipient relating to the subject matter herein and shall supersede all prior discussions between the Parties. No modification of or amendment to this Contract shall be effective except in written instrument signed by both Parties.
