这是一份协定书的一部份，请帮我看看翻译是否合乎其内容， 谢谢^^ 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. 本协议应遵守中华民国法律，若产生争议应以台中地方法院及台北最高法院为管辖 之法院。双方并同意以此法院为其私人及唯一审判权。 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. 本合约中”私有资讯”意指双方为评价或仔细商讨後，揭露方拥有或以其他方式 掌控之除以下之资讯： a.收受方已知或其独立开发之资讯 b.已公开或在收受方未破坏此协议之下，已成为公开资讯 c.由收受方合法从第三者取得之资讯 d.并非以书面明确揭露为机密或私有资讯，或先以口头揭露後在30天 以书面确认为机密或私有资讯 e.因揭露方检查商品货物时公开给收受方取得之资讯 f.因法院或政府机关以法律或合法规定要求揭露之讯息，收受方需事先通知揭露方， 得使揭露方得以寻求如此资讯之机密处理。 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. 在揭露方书面要求或协议终止日前，收受方应尽速归还所有由揭露方揭露之资讯。 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. 本协议包含关於此议题双方最终、完整、唯一之同意，并取代先前或同时双方之协议。 The parties hereto, intending to be legally bound hereby, have caused this Agreement to be duly executed as of the later date written below. 双方就此协议取得其合法约束，并自以下日期开始实施。 ^O^ --

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