英语翻译BACKGROUND1.\x05IBM possesses valuable proprietary information which it utilizes in its business.This information is a valuable asset of IBM and its protection is essential to the continued success of IBM.2.\x05CONSULTANT possesses skill

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英语翻译BACKGROUND1.\x05IBM possesses valuable proprietary information which it utilizes in its business.This information is a valuable asset of IBM and its protection is essential to the continued success of IBM.2.\x05CONSULTANT possesses skill
英语翻译
BACKGROUND
1.\x05IBM possesses valuable proprietary information which it utilizes in its business.This information is a valuable asset of IBM and its protection is essential to the continued success of IBM.
2.\x05CONSULTANT possesses skill and expertise in the area of insert Consultants' area of expertise.IBM desires to have CONSULTANT perform work which will require IBM to disclose proprietary information to CONSULTANT.The parties,therefore,agree as follows:
SCOPE OF WORK AND COMPENSATION
3.\x05IBM desires to have CONSULTANT perform the work described below or as described in an appendix,if attached,which appendix is incorporated herein by reference:insert description work here or type "See Appendix".
4.\x05IBM will pay CONSULTANT a fee of insert hourly or project rate plus reasonable expenses approved in advance which are incurred by CONSULTANT in the performance of CONSULTANT’s duties for IBM.
CONFIDENTIALITY
5.\x05CONSULTANT agrees that CONSULTANT will maintain confidential all proprietary information learned from or about IBM.CONSULTANT further agrees only to use such information for the performance of CONSULTANT’s duties to IBM and not to use it in any way detrimental to IBM.CONSULTANT will not disclose such information to any third party without IBM's prior written consent.All such proprietary information disclosed or learned by CONSULTANT in connection with CONSULTANT’s dealings with IBM shall remain the property of IBM.
6.\x05CONSULTANT shall not be liable for disclosure of any proprietary information if the same:
\x05\x05(i)\x05is within the public domain at the time it is disclosed;
\x05\x05(ii)\x05comes within the public domain as a result of disclosure by a third party and through no breach of this agreement by CONSULTANT;
\x05\x05(iii)\x05is disclosed by CONSULTANT with prior written consent of IBM; or
\x05\x05(iv)\x05is known to CONSULTANT prior to the inception of its consulting relationship with IBM as evidenced by a written document.
7.\x05CONSULTANT shall not be permitted to justify disregard of CONSULTANT’s obligations of confidence under this Agreement by using the disclosed proprietary information to guide a search of publications and other publicly available materials,including but not limited to patents,and by selecting a series of items of knowledge from unconnected sources and fitting them together through the use of proprietary information.