這是一份協定書的一部份，請幫我看看翻譯是否合乎其內容， 謝謝^^ This Agreement shall be governed by and interpreted in accordance with the laws of the state of Republic of China; any disputes under this Agreement shall be subject to the exclusive jurisdiction and venue of the Taichung courts and the Supreme courts located in Taipei, and the parties hereby consent to the personal and exclusive jurisdiction and venue of these courts. 本協議應遵守中華民國法律，若產生爭議應以台中地方法院及台北最高法院為管轄 之法院。雙方並同意以此法院為其私人及唯一審判權。 7.In this Agreement, the term "proprietary information" means any information disclosed for the evaluation or discussion contemplated hereby, that the disclosing party owns or otherwise controls, except information which: a.is already known to, or independently developed by, the receiving party; b.is already publicly available or becomes publicly available without a breach of this Agreement by the receiving party; c.is lawfully received by the receiving party from a third party; d.is not either (i) disclosed in writing and identified thereon as confidential or proprietary, or (ii) if first disclosed orally, identified as confidential or proprietary at the time of oral disclosure and so confirmed in writing within thirty (30) days after such oral disclosure; e.becomes known to the receiving party by examining a product or merchandise made publicly available by the disclosing party; or f.is required to be disclosed by law or a valid order by a court or other governmental body, provided that the receiving party provides the disclosing party with prior written notice of such disclosure in order to permit the disclosing party to seek confidential treatment of such information. 本合約中”私有資訊”意指雙方為評價或仔細商討後，揭露方擁有或以其他方式 掌控之除以下之資訊： a.收受方已知或其獨立開發之資訊 b.已公開或在收受方未破壞此協議之下，已成為公開資訊 c.由收受方合法從第三者取得之資訊 d.並非以書面明確揭露為機密或私有資訊，或先以口頭揭露後在30天 以書面確認為機密或私有資訊 e.因揭露方檢查商品貨物時公開給收受方取得之資訊 f.因法院或政府機關以法律或合法規定要求揭露之訊息，收受方需事先通知揭露方， 得使揭露方得以尋求如此資訊之機密處理。 8.Upon written request of the disclosing party or termination of this Agreement, the receiving party shall promptly return to the disclosing party all the proprietary information disclosed by the disclosing party. 在揭露方書面要求或協議終止日前，收受方應儘速歸還所有由揭露方揭露之資訊。 9.This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof, and supersedes all prior and contemporaneous understanding and agreements relating thereto. 本協議包含關於此議題雙方最終、完整、唯一之同意，並取代先前或同時雙方之協議。 The parties hereto, intending to be legally bound hereby, have caused this Agreement to be duly executed as of the later date written below. 雙方就此協議取得其合法約束，並自以下日期開始實施。 ^O^ --

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